**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-K**

 
| **ý**                                                                                                                                                                                                                                                                                      | **Annual report pursuant to Section 13 or 15(d) of the  Securities Exchange Act of 1934**      |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                            |
| **For  the fiscal year ended March 31, 2004  or                            **                                                                  |
|                                                                                                                                                                                                                                                                                            |
| **o**                                                                                                                                                                                                                                                                                           | **TRANSITION REPORT PERSUANT TO SECTION 13 OR 15 (d) OF  THE SECURITIES EXCHANGE ACT OF 1934** |
|                                                                                                                                                                                                                                                                                            |
| **For  the transition period from                           to                  ** |

 

**Commissionfile number 0-19443**

 

**BOSTON CAPITAL TAX CREDIT FUND II LIMITED PARTNERSHIP**

(Exact name of registrantas specified in its charter)

 
| **Delaware**                                                         |   | **04-3066791**                             |
|----------------------------------------------------------------------|--------|--------------------------------------------|
| **(State  or other jurisdiction  of incorporation or organization)** |   | **(I.R.S.  Employer  Identification No.)** |

** **

**One Boston Place, Suite 2100,**

**Boston, Massachusetts  02108**(Address of principalexecutive offices)

** **

**617-624-8900**

**(Registrantstelephone number, including area code)**

 

Securities registeredpursuant to Section 12(b) of the Act:

 

| **Name of each exchange** |   | **Title of each class  on which registered** |
|---------------------------|--------|----------------------------------------------|
|                      |   |                                         |
| None                      |   | None                                         |

 

Securities registeredpursuant to Section 12(g) of the Act:

 

**Beneficial Assignee Certificates**

(Title of Class)

 

Indicate by check markwhether the Partnership (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding twelve months (or for such shorter period that the Partnership wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.

 
| YES |   | ý |   | NO | o |   |
|-----|--------|--------|--------|----|---|--------|

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405of this chapter) is not contained herein, and will not be contained, to thebest of registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment tothis Form 10-K.                                     ý

 

Indicate by check markwhether the registrant is an accelerated filer (as defined in Rule 12b-2 of theACT)

 
| YES |   | o |   | NO | ý |   |
|-----|--------|---|--------|----|--------|--------|

 

## DOCUMENTS INCORPORATED BY REFERENCE

 

The following documentsof the Partnership are incorporated by reference:

 
| **Form 10-K  Parts** |   | **Document**                                       |
|----------------------|--------|----------------------------------------------------|
| Parts  I, III        |   | October 25, 1989  Prospectus, as supplemented |
| Parts  II, IV        |   |                                               |

 

 

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BOSTON CAPITAL TAX CREDIT FUND II LIMITED PARTNERSHIP

Form 10-K ANNUALREPORT FOR THE YEAR ENDED MARCH 31, 2004

 

TABLE OF CONTENTS

 
| PART I   |                                                                                                                                     |
|----------|------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                     |   |
| Item 1.  | Business                                                                                                                                 |   |
| Item 2.  | Properties                                                                                                                               |   |
| Item 3.  | Legal Proceedings                                                                                                                        |   |
| Item 4.  | Submission of Matters to a Vote of Security  Holders                                                                                     |   |
|     |                                                                                                                                     |   |
| PART II  |                                                                                                                                     |
|     |                                                                                                                                     |   |
| Item 5.  | Market for the Fund’s Limited  Partnership Interests and Related Partnership Matters and Issuer Purchases of  Partnership Interests |   |
| Item 6.  | Selected Financial Data                                                                                                                  |   |
| Item 7.  | Management’s Discussion and Analysis of  Financial Condition and Results of Operations                                              |   |
| Item 7a. | Quantitative and Qualitative Disclosure About  Market Risk                                                                               |   |
| Item 8.  | Financial Statements and Supplementary Data                                                                                              |   |
| Item 9.  | Changes in and Disagreements with Accountants on  Accounting and Financial Disclosure                                                    |   |
| Item 9a. | Controls and Procedures                                                                                                                  |   |
|     |                                                                                                                                     |   |
| PART III |                                                                                                                                     |
|     |                                                                                                                                     |   |
| Item 10. | Directors and Executive Officers of the Fund                                                                                             |   |
| Item 11. | Executive Compensation                                                                                                                   |   |
| Item 12. | Security Ownership of Certain Beneficial Owners  and Management                                                                          |   |
| Item 13. | Certain Relationships and Related Transactions                                                                                           |   |
| Item 14. | Principal Accountant Fees and Services                                                                                                   |   |
|     |                                                                                                                                     |   |
| PART IV  |                                                                                                                                     |
|     |                                                                                                                                     |   |
| Item 15. | Exhibits, Financial Statement Schedules, and  Reports on Form 8-K                                                                        |   |
|     |                                                                                                                                     |   |
|     | Signatures                                                                                                                               |   |

 

----

 

PART I

 

Item1.             Business

 

# Organization

 

Boston Capital Tax CreditFund II Limited Partnership (the “Partnership”) is a limited partnership formedunder the Delaware Revised Uniform Limited Partnership Act as of June 28,1989. Effective as of June 1, 2001 there was a restructuring, and as aresult, the Fund’s general partner was reorganized as follows.  The General Partner of the Fund continues tobe Boston Capital Associates II Limited Partnership, a Delaware limitedpartnership.  The general partner of theGeneral Partner is BCA Associates Limited Partnership, a Massachusetts limitedpartnership, whose sole general partner is C&M Management, Inc., aMassachusetts corporation.  John P.Manning is the principal of Boston Capital Partners, Inc. and C&MManagement Inc. The limited partner of the General Partner is CapitalInvestment Holdings, a general partnership whose partners are certain officersand employees of Boston Capital Partners, Inc., and its affiliates. TheAssignor Limited Partner is BCTC II Assignor Corp., a Delaware corporationwhich is now wholly-owned by John P. Manning.

 

The Assignor LimitedPartner was formed for the purpose of serving in that capacity for thePartnership and will not engage in any other business.  Units of beneficial interest in the LimitedPartnership Interest of the Assignor Limited Partner have been assigned by theAssignor Limited Partner by means of beneficial assignee certificates (“BACs”)to investors and investors are entitled to all the rights and economic benefitsof a Limited Partner of the Partnership including rights to a percentage of theincome, gains, losses, deductions, credits and distributions of thePartnership.

 

A Registration Statementon Form S-11 and the related prospectus, as supplemented (the “Prospectus”) wasfiled with the Securities and Exchange Commission and became effectiveOctober 25, 1989 in connection with a public offering (“Offering”) inSeries 7, 9 through 12, and 14.  ThePartnership raised $186,337,517 representing a total of 18,679,738 BACs. ThePartnership completed sales of BACs in all Series on January 27, 1992.

 

# Description of Business

 

The Partnership’s principalbusiness is to invest as a limited partner in other limited partnerships (the“Operating Partnerships”), each of which owns or leases and operates anApartment Complex exclusively or partially for low- and moderate-incometenants.  Each Operating Partnership inwhich the Partnership invested owns Apartment Complexes that are completed,newly constructed, under construction or rehabilitation, or to-be constructedor rehabilitated, and which are expected to receive Government Assistance.

 

Each Apartment Complexhas qualified for the low-income housing tax credit under Section 42 ofthe Code (the “Federal Housing Tax Credit”), thereby providing tax benefitsover a period of twelve years in the form of tax credits which investors mayuse to offset income, subject to certain strict limitations, from othersources.  Certain of the ApartmentComplexes also qualified for the historic

 

1

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rehabilitation tax creditunder Section 47 of the Code (the “Rehabilitation Tax Credit”).  The Federal Housing Tax Credit and theGovernment Assistance programs are described on pages 67 to 92 of theProspectus, as supplemented, under the caption “Government AssistancePrograms,” which is incorporated herein by reference.  Section 236 (f) (ii) of the National Housing Act, asamended, in Section 101 of the Housing and Urban Development Act of 1965,as amended, each provide for the making by HUD of rent supplement payments tolow income tenants in properties which receive other forms of federalassistance such as Tax Credits.  Thepayments for each tenant, which are made directly to the owner of theirproperty, generally are in such amounts as to enable the tenant to pay rentequal to 30% of the adjusted family income. Some of the Apartment Complexes in which the Partnership has investedare receiving such rent supplements from HUD. HUD has been in the process of converting rent supplement assistance toassistance paid not to the owner of the Apartment Complex, but directly to theindividuals.  At this time, thePartnership is unable to predict whether Congress will continue rent supplementprograms payable directly to owners of the Apartment Complex.

 

As of March 31,2004, the Partnership had invested in a total of 301 Operating Partnerships; 14Operating Partnerships on behalf of Series 7, 53 Operating Partnerships onbehalf of Series 9, 44 Operating Partnerships on behalf of Series 10, 40Operating Partnerships on behalf of Series 11, 53 Operating Partnerships onbehalf of Series 12, and 97 Operating Partnerships on behalf of Series 14. Adescription of these Operating Partnerships is set forth in Item 2 herein.

 

The business objectivesof the Partnership are to:

 
| (1)    |   | Preserve and protect  the Partnership’s capital;                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (2)    |   | provide current tax  benefits to Investors in the form of (a) Federal Housing Tax Credits and  Rehabilitation Tax Credits, which an Investor may apply, subject to certain  strict limitations, against his federal income tax liability from active,  portfolio and passive income, and (b) passive losses which an Investor may  apply to offset his passive income (if any);                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (3)    |   | provide capital  appreciation (except with respect to the Partnership’s investment in certain  Non-Profit Operating Partnerships) through increases in value of the  Partnership’s investments and, to the extent applicable, equity buildup  through periodic payments on the mortgage indebtedness with respect to the  Apartment Complexes;                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (4)    |   | provide cash  distributions (except with respect to the Partnership’s investment in certain  Non-Profit Operating Partnerships) from a Capital Transaction as to the  Partnership.  The Operating  Partnerships intend to hold the Apartment Complexes for appreciation in  value.  The Operating Partnerships may  sell the Apartment Complexes after a period of time if financial conditions  in the future make such sales desirable and if such sales are permitted by  government restrictions; and |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (5)    |   | provide, on a current  basis and to the extent available, cash distributions from the operations of  the Apartment Complexes (no significant amount of which is anticipated).                                                                                                                                                                                                                                                                                                                                            |

 

2

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The business objectivesand investment policies of the Partnership are described more fully on pages 44to 52 of the Prospectus, as supplemented, under the caption “BusinessObjectives and Investment Policies, “ which is incorporated herein byreference.

 

Item2. Properties

 

The Partnership hasacquired a Limited Partnership Interest in each of the 301 Operating Partnershipsin 6 series identified in the table set forth below.  In each instance the Apartment Complex owned by each of theOperating Partnerships is eligible for the Federal Housing Tax Credit. Initialoccupancy of a unit in each Apartment Complex which complied with the MinimumSet-Aside Test (i.e., initial occupancy by tenants with incomes equal to nomore than a certain percentage of area median income) and the Rent RestrictionTest (i.e., gross rent charged tenants does not exceed 30% of the applicableincome standards) is referred to hereinafter as “Qualified Occupancy.”  Each of the Operating Partnerships and eachof the respective Apartment Complexes are described more fully in theProspectus or applicable Report on Form 8-K filed during the past fiscalyear.  The General Partner believes thatthere is adequate casualty insurance on the properties.

 

Please refer to Item 7.“Management’s Discussion and Analysis of Financial Condition and Results ofOperations” for a more detailed discussion of operational difficultiesexperienced by certain of the Operating Partnerships.

 

3

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Boston Capital TaxCredit Fund II Limited Partnership - Series 7

 

PROPERTY PROFILESAS OF March 31, 2004

 
| **Property  Name**                   |   | **Location**        |   | **Units** |   | **Mortgage  Balance  As of  12/31/03** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/04** |   | **Cap Con  Paid  Thru  3/31/04** |   |
|--------------------------------------|--------|---------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                                 |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| The  Bowditch School Lodging House   |   | Jamaica Plain, MA   |   | 50        |   | $                                      | 1,572,255 |          | 12/89  |            | 12/89  |                              | 100    | %                                | $      | 606,390 |   |
|                                 |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Briarwood  Apartments                |   | Cameron,  MO   |   | 24        |   | 613,028                                |      | 12/89         |   | 12/89           |   | 100                               | %      | 157,254                          |   |
|                                 |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Buckner  Properties                  |   | Buckner,  MO   |   | 24        |   | 609,747                                |      | 12/89         |   | 3/89            |   | 100                               | %      | 146,287                          |   |
|                                 |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Creekside  Apartments                |   | Vandergrift, PA     |   | 30        |   | 1,072,069                              |      | 6/89          |   | 9/89            |   | 100                               | %      | 247,790                          |   |
|                                 |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Deer  Hill II Apartments             |   | Huntersville,NC     |   | 40        |   | 1,456,137                              |      | 2/90          |   | 5/89            |   | 100                               | %      | 333,370                          |   |
|                                 |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Hillandale  Commons                  |   | Lithonia, GA        |   | 132       |   | 4,535,581                              |      | 12/89         |   | 1/90            |   | 100                               | %      | 1,138,907                        |   |
|                                 |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Leo  A. Meyer Senior Citizen Housing |   | King City,  CA |   | 44        |   | 1,658,088                              |      | 6/90          |   | 11/89           |   | 100                               | %      | 893,708                          |   |
|                                 |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Lebanon  Properties II               |   | Lebanon,  MO   |   | 24        |   | 564,692                                |      | 12/89         |   | 7/89            |   | 100                               | %      | 136,440                          |   |
|                                 |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Oak  Grove Estates                   |   | Oak Grove,  MO |   | 20        |   | 476,205                                |      | 12/89         |   | 9/89            |   | 100                               | %      | 113,188                          |   |
|                                 |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Oakview  Apartments                  |   | Delta,  OH     |   | 38        |   | 1,107,569                              |      | 12/89         |   | 10/89           |   | 100                               | %      | 258,264                          |   |
|                                 |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Metropole  Apartments                |   | Miami Beach, FL     |   | 42        |   | 1,985,738                              |      | 12/89         |   | 12/89           |   | 100                               | %      | 694,581                          |   |
|                                      |        |                     |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

4

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| **Property  Name**          |   | **Location**        |   | **Units** |   | **Mortgage  Balance  As of  12/31/03** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/04** |   | **Cap Con  Paid  Thru  3/31/04** |   |
|-----------------------------|--------|---------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                        |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Rosenberg  Apartments       |   | Santa Rosa,CA       |   | 77        |   | $                                      | 1,721,306 |          | 2/90   |            | 1/92   |                              | 100    | %                                | $      | 1,943,360 |   |
|                        |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Westwood  Square Apartments |   | Moore Head City, NC |   | 36        |   | 1,388,612                              |      | 7/90          |   | 7/90            |   | 100                               | %      | 117,286                          |   |
|                        |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Winfield  Properties II     |   | Winfield, MO        |   | 24        |   | 600,535                                |      | 12/89         |   | 5/89            |   | 100                               | %      | 142,525                          |   |
|                             |        |                     |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

5

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Boston Capital TaxCredit Fund II Limited Partnership - Series 9

 

PROPERTY PROFILESAS OF March 31, 2004

 
| **Property  Name**          |   | **Location**         |   | **Units** |   | **Mortgage  Balance  As of  12/31/03** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/04** |   | **Cap Con  Paid  Thru  3/31/04** |   |
|-----------------------------|--------|----------------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                        |   |                 |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Azalea  Village Apartments  |   | Crawford, GA         |   | 24        |   | $                                      | 630,793 |          | 5/90   |            | 5/90   |                              | 100    | %                                | $      | 143,206 |   |
|                        |   |                 |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Beaver  Brook Commons       |   | Pelham, NH           |   | 24        |   | 1,164,367                              |    | 4/90          |   | 5/90            |   | 91                                | %      | 290,403                          |   |
|                        |   |                 |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Bent  Creek Apartments II   |   | Crest View,  FL |   | 24        |   | 697,892                                |    | 6/90          |   | 5/90            |   | 100                               | %      | 164,534                          |   |
|                        |   |                 |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Big  Lake Seniors           |   | Big Lake, TX         |   | 20        |   | 547,656                                |    | 4/94          |   | 6/95            |   | 100                               | %      | 145,660                          |   |
|                        |   |                 |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Blanco  Senior Apts.        |   | Blanco, TX           |   | 20        |   | 509,980                                |    | 12/93         |   | 9/94            |   | 100                               | %      | 98,561                           |   |
|                        |   |                 |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Breezewood  Village Phase I |   | Kissimmee, FL        |   | 86        |   | 2,739,530                              |    | 4/90          |   | 4/90            |   | 100                               | %      | 831,650                          |   |
|                        |   |                 |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Breezewood  Village II      |   | Kissimmee, FL        |   | 42        |   | 1,408,019                              |    | 5/90          |   | 5/90            |   | 100                               | %      | 416,268                          |   |
|                        |   |                 |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Cambridge  Manor            |   | Madison, FL          |   | 36        |   | 1,114,759                              |    | 4/90          |   | 1/90            |   | 100                               | %      | 268,523                          |   |
|                        |   |                 |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Corinth  Senior Housing     |   | Corinth, NY          |   | 40        |   | 1,465,449                              |    | 4/90          |   | 2/90            |   | 100                               | %      | 384,000                          |   |
|                        |   |                 |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Cotton  Mill Apartments     |   | Stuart, VA           |   | 40        |   | 1,446,386                              |    | 10/92         |   | 7/93            |   | 100                               | %      | 271,351                          |   |
|                        |   |                 |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Country  Hill Apts.         |   | Cedar Rapids, IA     |   | 166       |   | 4,253,237                              |    | 4/90          |   | 6/90            |   | 100                               | %      | 3,471,607                        |   |
|                        |   |                 |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Country  Lane Apts.         |   | Blakely, GA          |   | 32        |   | 1,036,787                              |    | 5/90          |   | 5/90            |   | 100                               | %      | 211,916                          |   |
|                             |        |                      |        |           |        |                                        |         |               |        |                 |        |                                   |        |                                  |        |  |  |

 

6

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| **Property  Name**         |   | **Location**          |   | **Units** |   | **Mortgage  Balance  As of  12/31/03** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/04** |   | **Cap Con  Paid  Thru  3/31/04** |   |
|----------------------------|--------|-----------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                       |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Fawn  River Apartments     |   | Sturgis,  MI     |   | 100       |   | $                                      | 3,643,683 |          | 10/90  |            | 10/90  |                              | 100    | %                                | $      | 971,446 |   |
|                       |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Garden  Lake Apartments    |   | Immokalee, FL         |   | 65        |   | 2,161,390                              |      | 5/90          |   | 5/90            |   | 100                               | %      | 577,529                          |   |
|                       |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Glenwood  Hotel            |   | Porterville,  CA |   | 36        |   | 666,877                                |      | 6/90          |   | 6/90            |   | 100                               | %      | 383,100                          |   |
|                       |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Grand  Princess Manor      |   | St. Croix,  USVI |   | 24        |   | 1,470,557                              |      | 6/90          |   | 8/90            |   | 100                               | %      | 374,766                          |   |
|                       |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Grand  Princess Villa      |   | St. Croix,  USVI |   | 24        |   | 1,469,575                              |      | 6/90          |   | 8/90            |   | 100                               | %      | 276,203                          |   |
|                       |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Greenwich  Senior Housing  |   | Greenwich,  NY   |   | 36        |   | 1,458,640                              |      | 4/90          |   | 2/90            |   | 100                               | %      | 340,000                          |   |
|                       |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Grifton  Manor Apts.       |   | Grifton,  NC     |   | 40        |   | 1,221,131                              |      | 9/93          |   | 2/94            |   | 100                               | %      | 261,645                          |   |
|                       |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Hacienda  Villa Apartments |   | Firebaugh,  CA   |   | 120       |   | 3,608,759                              |      | 4/90          |   | 1/90            |   | 100                               | %      | 1,343,294                        |   |
|                       |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Haines  City Apartments    |   | Haines City,  FL |   | 46        |   | 1,419,747                              |      | 4/90          |   | 2/90            |   | 100                               | %      | 339,465                          |   |
|                       |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Hamlet  Square             |   | Newfane,  NY     |   | 24        |   | 922,366                                |      | 10/92         |   | 9/92            |   | 96                                | %      | 193,830                          |   |
|                       |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Hill  St. Commons          |   | South Paris,  ME |   | 25        |   | 1,463,185                              |      | 11/92         |   | 10/92           |   | 100                               | %      | 301,064                          |   |
|                       |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Kristin  Park Apartments   |   | Las Vegas,  NV   |   | 44        |   | 1,369,390                              |      | 3/90          |   | 6/90            |   | 100                               | %      | 313,200                          |   |
|                            |        |                       |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

7

----

 
| **Property  Name**                  |   | **Location**        |   | **Units** |   | **Mortgage  Balance  As of  12/31/03** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/04** |   | **Cap Con  Paid  Thru  3/31/04** |   |
|-------------------------------------|--------|---------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                                |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Le  Grand Apts.                     |   | Le Grand,  CA  |   | 34        |   | $                                      | 1,705,634 |          | 11/92  |            | 10/93  |                              | 100    | %                                | $      | 419,011 |   |
|                                |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Longmeadow  Apartments              |   | Skowhegan,  ME |   | 28        |   | 1,458,541                              |      | 8/90          |   | 8/90            |   | 100                               | %      | 284,000                          |   |
|                                |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Magnolia  Lane Apartments           |   | Bloomingdale, GA    |   | 48        |   | 1,459,960                              |      | 5/90          |   | 3/90            |   | 100                               | %      | 321,908                          |   |
|                                |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Maywood  Apartments                 |   | Corning, CA         |   | 40        |   | 1,472,922                              |      | 3/90          |   | 7/90            |   | 100                               | %      | 365,280                          |   |
|                                |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Meadowcrest  Southfield, Apartments |   | Southfield, MI      |   | 83        |   | 2,791,747                              |      | 9/90          |   | 10/90           |   | 100                               | %      | 1,116,284                        |   |
|                                |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Mill  Pond Apartments               |   | Brooklyn, MI        |   | 36        |   | 1,091,710                              |      | 5/90          |   | 5/90            |   | 100                               | %      | 250,175                          |   |
|                                |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Pinewoods  Apartments               |   | Springfield, IL     |   | 168       |   | 4,068,100                              |      | 6/90          |   | 6/91            |   | 100                               | %      | 1,258,700                        |   |
|                                |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Pine  Ridge Place                   |   | Polkton, NC         |   | 16        |   | 627,285                                |      | 1/94          |   | 12/93           |   | 100                               | %      | 114,730                          |   |
|                                |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Pleasanton  Seniors Apts.           |   | Pleasanton, TX      |   | 24        |   | 608,350                                |      | 12/93         |   | 7/93            |   | 100                               | %      | 144,839                          |   |
|                                |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Port  Crossing                      |   | Portage, IN         |   | 160       |   | 3,546,365                              |      | 3/90          |   | 4/90            |   | 100                               | %      | 2,733,580                        |   |
|                                |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Putney  Meadows Apts                |   | Putney, VT          |   | 28        |   | 1,405,186                              |      | 12/92         |   | 5/93            |   | 100                               | %      | 374,495                          |   |
|                                |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Quail  Hollow Apartments            |   | Homerville, GA      |   | 54        |   | 1,445,342                              |      | 5/90          |   | 1/90            |   | 100                               | %      | 363,353                          |   |
|                                     |        |                     |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

8

----

 
| **Property  Name**            |   | **Location**     |   | **Units** |   | **Mortgage  Balance  As of  12/31/03** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/04** |   | **Cap Con  Paid  Thru  3/31/04** |   |
|-------------------------------|--------|------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                          |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Quail  Hollow II              |   | Raleigh, NC      |   | 36        |   | $                                      | 1,431,848 |          | 7/90   |            | 9/90   |                              | 100    | %                                | $      | 313,521 |   |
|                          |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Rainbow  Gardens Apartments   |   | Dunnellon, FL    |   | 36        |   | 1,192,976                              |      | 12/92         |   | 6/93            |   | 100                               | %      | 236,763                          |   |
|                          |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Raitt  Street Apts.           |   | Santa Ana, CA    |   | 6         |   | 834,251                                |      | 5/93          |   | 8/93            |   | 100                               | %      | 416,200                          |   |
|                          |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| School  St. Apts. II          |   | Marshall, WI     |   | 24        |   | 638,001                                |      | 6/93          |   | 6/93            |   | 100                               | %      | 652,967                          |   |
|                          |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Scottsville  Hollow           |   | Scottsville, NY  |   | 36        |   | 1,406,065                              |      | 5/90          |   | 5/90            |   | 100                               | %      | 304,060                          |   |
|                          |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| St.  Paul’s Apartments   |   | St. Paul, NC     |   | 32        |   | 1,246,356                              |      | 5/90          |   | 9/90            |   | 100                               | %      | 263,165                          |   |
|                          |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Surry  Village II             |   | Surry, VA        |   | 24        |   | 828,196                                |      | 5/90          |   | 1/90            |   | 100                               | %      | 157,002                          |   |
|                          |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Tappahannock  Greens Apts.    |   | Tappahannock, VA |   | 40        |   | 1,480,029                              |      | 3/94          |   | 5/94            |   | 100                               | %      | 293,486                          |   |
|                          |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Telluride  Apartments         |   | Telluride, CO    |   | 30        |   | 1,450,623                              |      | 9/90          |   | 11/90           |   | 100                               | %      | 300,033                          |   |
|                          |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| The  Warren St. Lodging House |   | Boston, MA       |   | 19        |   | 721,934                                |      | 3/90          |   | 5/90            |   | 100                               | %      | 460,900                          |   |
|                          |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Twin  Oaks Apartments         |   | Raeford, NC      |   | 28        |   | 1,119,425                              |      | 5/90          |   | 5/90            |   | 100                               | %      | 275,894                          |   |
|                               |        |                  |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |  |

 

9

----

 
| **Property  Name**          |   | **Location**       |   | **Units** |   | **Mortgage  Balance  As of  12/31/03** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/04** |   | **Cap Con  Paid  Thru  3/31/04** |   |
|-----------------------------|--------|--------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                        |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Ventura  Village            |   | Hernando, FL       |   | 53        |   | $                                      | 1,463,448 |          | 6/90   |            | 7/90   |                              | 100    | %                                | $      | 473,300 |   |
|                        |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Village  Oaks Apartments II |   | Live Oak,  FL |   | 24        |   | 720,709                                |      | 6/90          |   | 2/90            |   | 100                               | %      | 164,291                          |   |
|                        |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Warrensburg  Estates        |   | Warrensburg, MO    |   | 32        |   | 779,621                                |      | 4/90          |   | 4/90            |   | 100                               | %      | 181,849                          |   |
|                        |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Westside  Apartments        |   | Providence, RI     |   | 40        |   | 2,277,584                              |      | 6/90          |   | 12/90           |   | 100                               | %      | 1,777,738                        |   |
|                        |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Westwood  Square Apartments |   | Moorehead City, NC |   | 36        |   | 1,388,612                              |      | 7/90          |   | 7/90            |   | 100                               | %      | 195,391                          |   |
|                        |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Wilmington  Housing         |   | Wilmington, NY     |   | 24        |   | 1,035,954                              |      | 8/90          |   | 8/90            |   | 100                               | %      | 237,279                          |   |
|                             |        |                    |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

10

----

 

Boston Capital TaxCredit Fund II Limited Partnership - Series 10

 

PROPERTY PROFILESAS OF March 31, 2004

 
| **Property  Name**         |   | **Location**    |   | **Units** |   | **Mortgage  Balance  As of  12/31/03** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/04** |   | **Cap Con  Paid  Thru  3/31/04** |   |
|----------------------------|--------|-----------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Athens  Park Apartments    |   | Athens, AL      |   | 48        |   | $                                      | 1,317,692 |          | 8/90   |            | 6/90   |                              | 100    | %                                | $      | 354,144 |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Autumn  Lane Apartments    |   | Washington, GA  |   | 24        |   | 723,310                                |      | 8/89          |   | 11/90           |   | 100                               | %      | 168,234                          |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Baytree  Apartments        |   | Richlands, NC   |   | 24        |   | 943,843                                |      | 11/88         |   | 7/90            |   | 100                               | %      | 210,999                          |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Benchmark  Apartments      |   | China Grove, NC |   | 24        |   | 1,096,132                              |      | 11/88         |   | 7/90            |   | 100                               | %      | 223,328                          |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Berkshire  Apartments II   |   | Wichita, KS     |   | 66        |   | 1,671,226                              |      | 7/90          |   | 7/90            |   | 100                               | %      | 1,183,452                        |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Brentwood  Apartments      |   | Eunice, LA      |   | 32        |   | 940,820                                |      | 11/90         |   | 10/90           |   | 100                               | %      | 205,470                          |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Briarwood  Apartments      |   | Middleburg, FL  |   | 52        |   | 1,459,811                              |      | 8/90          |   | 8/90            |   | 100                               | %      | 509,251                          |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Butler  Manor Apartments   |   | Morgantown, KY  |   | 16        |   | 494,764                                |      | 12/90         |   | 2/91            |   | 100                               | %      | 119,952                          |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Campbell  Creek Apartments |   | Dallas, GA      |   | 80        |   | 1,480,551                              |      | 12/91         |   | 10/90           |   | 100                               | %      | 735,000                          |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Candlewick  Place          |   | Monroeville, AL |   | 40        |   | 1,234,940                              |      | 12/92         |   | 10/92           |   | 100                               | %      | 241,600                          |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Cedarstone  Apts.          |   | Poplarville, MS |   | 24        |   | 760,607                                |      | 5/93          |   | 5/93            |   | 100                               | %      | 180,800                          |   |
|                       |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Charlton  Court Apartments |   | Folkston, GA    |   | 40        |   | 1,180,752                              |      | 12/92         |   | 1/93            |   | 100                               | %      | 263,520                          |   |
|                            |        |                 |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

11

----

 
| **Property  Name**            |   | **Location**      |   | **Units** |   | **Mortgage  Balance  As of  12/31/03** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/04** |   | **Cap Con  Paid  Thru  3/31/04** |   |
|-------------------------------|--------|-------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                          |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Chuckatuck  Square            |   | Suffolk VA        |   | 42        |   | $                                      | 1,441,053 |          | 11/90  |            | 2/90   |                              | 100    | %                                | $      | 320,900 |   |
|                          |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Cloverleaf  Apartments        |   | Bishopville, SC   |   | 24        |   | 841,546                                |      | 11/90         |   | 4/90            |   | 100                               | %      | 153,900                          |   |
|                          |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Cloverleaf  Apts., Phase II   |   | Bishopville, SC   |   | 24        |   | 860,456                                |      | 11/90         |   | 4/90            |   | 100                               | %      | 160,761                          |   |
|                          |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Connellsville  Heritage Apts. |   | Connellsville, PA |   | 36        |   | 1,345,770                              |      | 11/90         |   | 3/90            |   | 100                               | %      | 325,460                          |   |
|                          |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Freedom  Apartments           |   | Ford City, PA     |   | 28        |   | 1,034,608                              |      | 11/90         |   | 9/90            |   | 100                               | %      | 262,791                          |   |
|                          |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Hartway  Apts.                |   | Munfordville, KY  |   | 32        |   | 899,205                                |      | 7/90          |   | 6/90            |   | 100                               | %      | 239,041                          |   |
|                          |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Hilltop  Terrace              |   | Kingsland, GA     |   | 54        |   | 1,465,880                              |      | 8/90          |   | 7/90            |   | 100                               | %      | 455,851                          |   |
|                          |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Ironton  Estates              |   | Ironton, MO       |   | 24        |   | 610,828                                |      | 5/93          |   | 1/93            |   | 100                               | %      | 157,976                          |   |
|                          |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Lambert  Square Apts.         |   | Lambert, MS       |   | 32        |   | 975,011                                |      | 11/92         |   | 12/92           |   | 100                               | %      | 192,347                          |   |
|                          |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Longview  Apartments          |   | Maysville, NC     |   | 24        |   | 859,501                                |      | 11/88         |   | 8/90            |   | 100                               | %      | 195,837                          |   |
|                          |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Maidu  Village                |   | Roseville, CA     |   | 81        |   | 1,815,399                              |      | 3/91          |   | 12/91           |   | 100                               | %      | 470,000                          |   |
|                               |        |                   |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

12

----

 
| **Property  Name**           |   | **Location**     |   | **Units** |   | **Mortgage  Balance  As of  12/31/03** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/04** |   | **Cap Con  Paid  Thru  3/31/04** |   |
|------------------------------|--------|------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                         |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Mann  Estates                |   | Indianapolis, IN |   | 132       |   | $                                      | 3,109,219 |          | 7/90   |            | 10/90  |                              | 100    | %                                | $      | 1,980,000 |   |
|                         |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Meadowbrook  Lane Apartments |   | Americus, GA     |   | 50        |   | 1,453,787                              |      | 9/90          |   | 3/90            |   | 100                               | %      | 336,264                          |   |
|                         |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Melrose  Lane Apartments     |   | Great Falls, SC  |   | 24        |   | 870,495                                |      | 11/90         |   | 10/90           |   | 100                               | %      | 203,645                          |   |
|                         |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Mercer  Manor                |   | Mercer, PA       |   | 26        |   | 895,133                                |      | 11/90         |   | 8/90            |   | 96                                | %      | 220,450                          |   |
|                         |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Pecan  Village Apartments    |   | Ellaville, GA    |   | 30        |   | 774,107                                |      | 7/90          |   | 2/90            |   | 100                               | %      | 221,856                          |   |
|                         |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Piedmont  Hills              |   | Forsyth, GA      |   | 50        |   | 1,436,454                              |      | 7/90          |   | 9/90            |   | 100                               | %      | 439,958                          |   |
|                         |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Pine  View Apartments        |   | Perry, FL        |   | 29        |   | 946,381                                |      | 9/90          |   | 12/90           |   | 100                               | %      | 277,405                          |   |
|                         |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Pines  by the Creek Apts.    |   | Newnan, GA       |   | 96        |   | 1,938,207                              |      | 12/90         |   | 10/90           |   | 100                               | %      | 890,000                          |   |
|                         |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Pine  Grove Apts.            |   | Ackerman, MS     |   | 24        |   | 539,679                                |      | 9/93          |   | 6/94            |   | 100                               | %      | 169,926                          |   |
|                         |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Pinetree  Manor Apts.        |   | Centreville, MS  |   | 32        |   | 964,979                                |      | 11/92         |   | 1/93            |   | 100                               | %      | 191,500                          |   |
|                         |   |             |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Rosewood  Village Apartments |   | Willacoochee, GA |   | 24        |   | 662,825                                |      | 7/90          |   | 7/90            |   | 100                               | %      | 147,480                          |   |
|                              |        |                  |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

13

----

 
| **Property  Name**                 |   | **Location**         |   | **Units** |   | **Mortgage  Balance  As of  12/31/03** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/04** |   | **Cap Con  Paid  Thru  3/31/04** |   |
|------------------------------------|--------|----------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                               |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |   |   |
| Springwood  Park Apartments        |   | Durham, NC           |   | 100       |   | $                                      | 2,755,588 |          | 3/91   |            | 5/91   |                              | 100    | %                                | $      | 1,000,000 |   |
|                               |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Stockton  Estates                  |   | Stockton, MO         |   | 20        |   | 506,611                                |      | 2/93          |   | 1/93            |   | 100                               | %      | 120,352                          |   |
|                               |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Stratford  Square Apartments       |   | Brundidge,  AL  |   | 24        |   | 740,529                                |      | 10/92         |   | 2/93            |   | 100                               | %      | 145,036                          |   |
|                               |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Summer  Glen Apartments            |   | Immokalee, FL        |   | 45        |   | 1,459,113                              |      | 11/92         |   | 3/93            |   | 100                               | %      | 246,230                          |   |
|                               |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Summerwood  Apartments             |   | West Des Moines, IA  |   | 86        |   | 2,135,202                              |      | 7/90          |   | 7/90            |   | 100                               | %      | 2,015,183                        |   |
|                               |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Sunmark  Apartments                |   | Morgantown,  KY |   | 24        |   | 757,605                                |      | 8/90          |   | 12/90           |   | 100                               | %      | 176,669                          |   |
|                               |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Village  Commons                   |   | Lawton,  MI     |   | 58        |   | 1,518,333                              |      | 11/90         |   | 6/90            |   | 100                               | %      | 323,665                          |   |
|                               |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Washington  Heights Apartments, IV |   | Bismarck, ND         |   | 24        |   | 462,507                                |      | 11/90         |   | 7/90            |   | 100                               | %      | 381,010                          |   |
|                               |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Woods  Hollow Apartments           |   | Centreville, MI      |   | 24        |   | 663,611                                |      | 11/90         |   | 2/90            |   | 100                               | %      | 132,700                          |   |
|                               |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Woodside  Apartments               |   | Lisbon,  ME     |   | 28        |   | 1,459,920                              |      | 12/90         |   | 11/90           |   | 100                               | %      | 397,630                          |   |

 

14

----

Boston Capital TaxCredit Fund II Limited Partnership - Series 11

 

PROPERTY PROFILESAS OF March 31, 2004

 
| **Property  Name**          |   | **Location**          |   | **Units** |   | **Mortgage  Balance  As of  12/31/03** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/04** |   | **Cap Con  Paid  Thru  3/31/04** |   |
|-----------------------------|--------|-----------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Academy  Hill Apartments    |   | Ahoskie, NC           |   | 40        |   | $                                      | 1,356,344 |          | 2/91   |            | 2/91   |                              | 100    | %                                | $      | 319,224 |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Aspen  Square Apartments    |   | Tazewell, VA          |   | 60        |   | 1,808,163                              |      | 11/90         |   | 11/90           |   | 100                               | %      | 356,495                          |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Bridgeview  Apartments      |   | Emlenton, PA          |   | 36        |   | 1,341,638                              |      | 12/90         |   | 12/89           |   | 100                               | %      | 327,257                          |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Buckeye  Senior Apartments  |   | Buckeye, AZ           |   | 41        |   | 1,319,815                              |      | 12/90         |   | 8/90            |   | 100                               | %      | 311,480                          |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Campbell  Creek Apartments  |   | Dallas, GA            |   | 80        |   | 1,480,551                              |      | 12/90         |   | 10/90           |   | 100                               | %      | 142,000                          |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Cambridge  Manor Apartments |   | Macon, MS             |   | 47        |   | 1,592,356                              |      | 5/93          |   | 4/93            |   | 100                               | %      | 356,356                          |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Church  Hill Apartments     |   | Church Point, LA      |   | 32        |   | 941,156                                |      | 12/90         |   | 1/91            |   | 100                               | %      | 205,750                          |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Copper  Creek Apartments    |   | Lebanon, VA           |   | 36        |   | 1,157,718                              |      | 11/90         |   | 9/90            |   | 100                               | %      | 237,647                          |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Coronado  Hotel             |   | Tuscon, AZ            |   | 42        |   | 157,109                                |      | 3/91          |   | 3/91            |   | 100                               | %      | 614,050                          |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Crestwood  Apartments       |   | St. Cloud, FL         |   | 216       |   | 3,947,031                              |      | 1/91          |   | 6/91            |   | 100                               | %      | 5,636,484                        |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| El  Dorado Springs Est.     |   | El Dorado Springs, MO |   | 24        |   | 571,955                                |      | 11/90         |   | 9/90            |   | 100                               | %      | 133,790                          |   |
|                        |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Eldon  Est. II              |   | Eldon, MO             |   | 24        |   | 572,689                                |      | 12/90         |   | 11/90           |   | 100                               | %      | 131,340                          |   |
|                             |        |                       |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

15

----

 
| **Property  Name**            |   | **Location**       |   | **Units** |   | **Mortgage  Balance  As of  12/31/03** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/04** |   | **Cap Con  Paid  Thru  3/31/04** |   |
|-------------------------------|--------|--------------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                          |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Eldon  Manor                  |   | Eldon, MO          |   | 24        |   | $                                      | 551,214 |          | 12/90  |            | 11/90  |                              | 100    | %                                | $      | 241,980 |   |
|                          |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Elmwood  Manor Apartments     |   | Eutaw, AL          |   | 47        |   | 1,598,036                              |    | 5/93          |   | 12/93           |   | 100                               | %      | 333,440                          |   |
|                          |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Fairridge  Lane Apartments    |   | Denmark, SC        |   | 24        |   | 805,809                                |    | 11/90         |   | 6/90            |   | 100                               | %      | 209,326                          |   |
|                          |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Fairridge  Village Apartments |   | Denmark, SC        |   | 24        |   | 758,700                                |    | 11/90         |   | 6/90            |   | 100                               | %      | 186,381                          |   |
|                          |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Farmerville  Square Apts.     |   | Farmerville, LA    |   | 32        |   | 954,556                                |    | 1/91          |   | 4/91            |   | 100                               | %      | 212,280                          |   |
|                          |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Forest  Glade Apartments      |   | Wauchula, FL       |   | 50        |   | 1,461,434                              |    | 12/90         |   | 12/90           |   | 100                               | %      | 420,565                          |   |
|                          |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Franklin  School              |   | Great Falls, MT    |   | 40        |   | 1,194,369                              |    | 10/90         |   | 12/91           |   | 100                               | %      | 1,453,270                        |   |
|                          |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Hilltop  Apts.                |   | Los Lunas, NM      |   | 40        |   | 1,397,081                              |    | 1/93          |   | 11/92           |   | 100                               | %      | 258,455                          |   |
|                          |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Holland  Meadows              |   | Holland, NY        |   | 24        |   | 886,652                                |    | 11/90         |   | 6/90            |   | 100                               | %      | 213,880                          |   |
|                          |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Holley  Grove                 |   | Holley, NY         |   | 24        |   | 904,049                                |    | 11/90         |   | 10/90           |   | 100                               | %      | 207,360                          |   |
|                          |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Ivan  Woods Senior Apts.      |   | Delta Township, MI |   | 90        |   | 2,546,978                              |    | 2/91          |   | 4/91            |   | 100                               | %      | 1,184,275                        |   |
|                          |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Kaplan  Manor Apartments      |   | Kaplan, LA         |   | 32        |   | 912,706                                |    | 12/90         |   | 12/90           |   | 100                               | %      | 198,460                          |   |
|                               |        |                    |        |           |        |                                        |         |               |        |                 |        |                                   |        |                                  |        |  |  |

 

16

----

 
| **Property  Name**             |   | **Location**        |   | **Units** |   | **Mortgage  Balance  As of  12/31/03** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/04** |   | **Cap Con  Paid  Thru  3/31/04** |   |
|--------------------------------|--------|---------------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                           |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Lakewood  Village Apartments   |   | Lake Providence, LA |   | 32        |   | $                                      | 940,664 |          | 1/91   |            | 5/91   |                              | 100    | %                                | $      | 223,827 |   |
|                           |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Licking  Apartments            |   | Licking, MO         |   | 16        |   | 400,388                                |    | 11/91         |   | 3/92            |   | 100                               | %      | 90,436                           |   |
|                           |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| London  Arms                   |   | Miami Beach, FL     |   | 58        |   | 2,674,257                              |    | 12/90         |   | 12/90           |   | 100                               | %      | 937,961                          |   |
|                           |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Maidu  Village                 |   | Roseville, CA       |   | 81        |   | 1,815,399                              |    | 3/91          |   | 12/91           |   | 100                               | %      | 530,000                          |   |
|                           |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Nevada  Manor                  |   | Nevada, MO          |   | 24        |   | 637,797                                |    | 11/90         |   | 10/90           |   | 100                               | %      | 143,270                          |   |
|                           |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Oatka  Meadows                 |   | Warsaw, NY          |   | 24        |   | 905,226                                |    | 11/90         |   | 6/90            |   | 100                               | %      | 206,670                          |   |
|                           |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Osage  Place                   |   | Arkansas City, KS   |   | 38        |   | 1,213,977                              |    | 12/90         |   | 12/90           |   | 100                               | %      | 522,999                          |   |
|                           |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Pines  by the Creek Apartments |   | Newnan,  GA    |   | 96        |   | 1,938,207                              |    | 12/90         |   | 10/90           |   | 100                               | %      | 245,000                          |   |
|                           |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Sandy  Pines Manor             |   | Punta Gorda, FL     |   | 44        |   | 1,460,128                              |    | 12/90         |   | 7/90            |   | 100                               | %      | 399,977                          |   |
|                           |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Sierra  Springs Apartments     |   | Tazewell, VA        |   | 36        |   | 1,158,670                              |    | 11/90         |   | 11/90           |   | 100                               | %      | 299,634                          |   |
|                           |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| South  Fork Heights            |   | South Fork, CO      |   | 48        |   | 1,451,690                              |    | 2/91          |   | 2/91            |   | 100                               | %      | 343,358                          |   |
|                           |   |                |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Twin  Oaks Apartments          |   | Allendale, SC       |   | 24        |   | 770,640                                |    | 12/90         |   | 9/90            |   | 100                               | %      | 206,888                          |   |
|                                |        |                     |        |           |        |                                        |         |               |        |                 |        |                                   |        |                                  |        |  |  |

 

17

----

 
| **Property  Name**           |   | **Location**   |   | **Units** |   | **Mortgage  Balance  As of  12/31/03** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/04** |   | **Cap Con  Paid  Thru  3/31/04** |   |
|------------------------------|--------|----------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                         |   |           |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Walnut  Village Apartments   |   | Manning, SC    |   | 24        |   | $                                      | 826,659 |          | 11/90  |            | 11/90  |                              | 100    | %                                | $      | 183,244 |   |
|                         |   |           |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Washington  Manor Apartments |   | Washington, LA |   | 32        |   | 943,379                                |    | 1/91          |   | 3/91            |   | 100                               | %      | 216,990                          |   |
|                         |   |           |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Wildridge  Apartments        |   | Jesup, GA      |   | 48        |   | 1,368,015                              |    | 1/91          |   | 4/91            |   | 100                               | %      | 329,130                          |   |
|                         |   |           |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Windsor  Apts.               |   | Metter, GA     |   | 53        |   | 1,442,427                              |    | 12/92         |   | 5/93            |   | 100                               | %      | 248,207                          |   |
|                              |        |                |        |           |        |                                        |         |               |        |                 |        |                                   |        |                                  |        |  |  |

 

18

----

 

Boston Capital TaxCredit Fund II Limited Partnership - Series 12

 

PROPERTY PROFILESAS OF March 31, 2004

 
| **Property  Name**          |   | **Location**      |   | **Units** |   | **Mortgage  Balance  As of  12/31/03** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/04** |   | **Cap Con  Paid  Thru  3/31/04** |   |
|-----------------------------|--------|-------------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                        |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Bowman  Village Apartments  |   | Bowman, GA        |   | 24        |   | $                                      | 655,843 |          | 6/91   |            | 10/91  |                              | 100    | %                                | $      | 139,879 |   |
|                        |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Brandywood  Apartments      |   | Oak Creek, WI     |   | 54        |   | 1,655,220                              |    | 12/91         |   | 9/91            |   | 100                               | %      | 1,532,506                        |   |
|                        |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Brentwood  Manor Apartments |   | Clarkson, KY      |   | 24        |   | 732,315                                |    | 6/91          |   | 7/91            |   | 100                               | %      | 173,969                          |   |
|                        |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Briarwick  Apartments       |   | Nicholasville, KY |   | 40        |   | 1,205,582                              |    | 4/91          |   | 4/91            |   | 100                               | %      | 323,941                          |   |
|                        |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Bridgerun  Townhomes        |   | Cannon Falls, MN  |   | 18        |   | 537,358                                |    | 6/91          |   | 7/91            |   | 100                               | %      | 458,800                          |   |
|                        |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Bucksport  Park Apartments  |   | Bucksport, ME     |   | 24        |   | 1,351,146                              |    | 6/91          |   | 8/91            |   | 100                               | %      | 334,600                          |   |
|                        |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Campbell  Creek Apartments  |   | Dallas, GA        |   | 80        |   | 1,480,551                              |    | 3/91          |   | 10/90           |   | 100                               | %      | 593,000                          |   |
|                        |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Cananche  Creek Apartments  |   | Norton, VA        |   | 36        |   | 1,217,124                              |    | 5/91          |   | 6/91            |   | 100                               | %      | 276,695                          |   |
|                        |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Carson  Village Apartments  |   | Wrightsville, GA  |   | 24        |   | 642,295                                |    | 10/91         |   | 6/92            |   | 100                               | %      | 161,452                          |   |
|                        |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Clymer  House Apartments    |   | Clymer,  PA  |   | 26        |   | 1,099,742                              |    | 6/91          |   | 10/91           |   | 100                               | %      | 254,097                          |   |
|                        |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Corcoran  Garden Apartments |   | Corcoran, CA      |   | 38        |   | 1,597,017                              |    | 2/91          |   | 11/90           |   | 100                               | %      | 432,438                          |   |
|                        |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Cornish  Park               |   | Cornish, ME       |   | 25        |   | 1,433,935                              |    | 6/91          |   | 6/91            |   | 100                               | %      | 333,000                          |   |
|                             |        |                   |        |           |        |                                        |         |               |        |                 |        |                                   |        |                                  |        |  |  |

 

19

----

 
| **Property  Name**               |   | **Location**        |   | **Units** |   | **Mortgage  Balance  As of  12/31/03** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/04** |   | **Cap Con  Paid  Thru  3/31/04** |   |
|----------------------------------|--------|---------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                             |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Crescent  City Senior Apartments |   | Crescent City, CA   |   | 38        |   | $                                      | 2,101,281 |          | 3/91   |            | 3/91   |                              | 100    | %                                | $      | 474,536 |   |
|                             |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Earlimart  Senior Apartments     |   | Earlimart,  CA |   | 35        |   | 1,325,915                              |      | 6/91          |   | 6/91            |   | 100                               | %      | 364,515                          |   |
|                             |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Evanwood  Apartments             |   | Hardinsburg, KY     |   | 24        |   | 742,062                                |      | 6/91          |   | 5/91            |   | 100                               | %      | 167,221                          |   |
|                             |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Fox  Run Apartments              |   | Jesup, GA           |   | 24        |   | 581,456                                |      | 12/91         |   | 7/92            |   | 100                               | %      | 150,033                          |   |
|                             |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Franklin  House Apts.            |   | Liberty, MO         |   | 21        |   | 273,288                                |      | 5/93          |   | 1/88            |   | 100                               | %      | 137,836                          |   |
|                             |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Hamilton  Village Apartments     |   | Preston, GA         |   | 20        |   | 560,550                                |      | 10/91         |   | 3/92            |   | 100                               | %      | 140,948                          |   |
|                             |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Hunters  Park Apartments         |   | Tarboro, NC         |   | 40        |   | 1,389,470                              |      | 5/91          |   | 4/91            |   | 100                               | %      | 320,175                          |   |
|                             |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Ivan  Woods Senior Apartments    |   | Delta Township, MI  |   | 90        |   | 2,546,978                              |      | 2/91          |   | 4/91            |   | 100                               | %      | 778,688                          |   |
|                             |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Keenland  Apartments             |   | Burkesville, KY     |   | 24        |   | 723,749                                |      | 6/91          |   | 9/91            |   | 100                               | %      | 164,246                          |   |
|                             |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Lakeridge  Apartments            |   | Eufala, AL          |   | 30        |   | 903,034                                |      | 3/91          |   | 4/91            |   | 100                               | %      | 186,780                          |   |
|                             |   |                |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Laurel  Village Apartments       |   | Wadley, GA          |   | 24        |   | 651,543                                |      | 10/91         |   | 5/92            |   | 100                               | %      | 149,058                          |   |
|                                  |        |                     |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

20

----

 
| **Property  Name**             |   | **Location**       |   | **Units** |   | **Mortgage  Balance  As of  12/31/03** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/04** |   | **Cap Con  Paid  Thru  3/31/04** |   |
|--------------------------------|--------|--------------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                           |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Los  Caballos II Apts.         |   | Hatch, NM          |   | 24        |   | $                                      | 722,861 |          | 7/91   |            | 8/91   |                              | 100    | %                                | $      | 164,740 |   |
|                           |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Marlboro  Place Apartments     |   | Bennettsville, SC  |   | 24        |   | 823,394                                |    | 3/91          |   | 2/91            |   | 100                               | %      | 192,779                          |   |
|                           |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Melville  Plaza Apartments     |   | Melville,  LA |   | 32        |   | 878,516                                |    | 7/91          |   | 10/91           |   | 100                               | %      | 178,564                          |   |
|                           |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Nanty  Glo House Apartments    |   | Nanty Glo, PA      |   | 36        |   | 1,454,220                              |    | 6/91          |   | 7/91            |   | 100                               | %      | 353,000                          |   |
|                           |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Newport  Village               |   | Franklin, VA       |   | 48        |   | 1,463,638                              |    | 4/91          |   | 11/90           |   | 100                               | %      | 355,000                          |   |
|                           |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Oakleigh  Apartments           |   | Abbeville, LA      |   | 32        |   | 899,484                                |    | 8/91          |   | 3/92            |   | 100                               | %      | 178,716                          |   |
|                           |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Oak  Street Apartments         |   | Scott City, MO     |   | 24        |   | 590,907                                |    | 6/91          |   | 11/91           |   | 100                               | %      | 138,149                          |   |
|                           |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Oakwood  Apartments            |   | Mamou, LA          |   | 32        |   | 891,586                                |    | 8/91          |   | 1/92            |   | 100                               | %      | 180,819                          |   |
|                           |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Pines  by the Creek Apartments |   | Newnan,  GA   |   | 96        |   | 1,938,207                              |    | 3/91          |   | 10/90           |   | 100                               | %      | 645,000                          |   |
|                           |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Pinewoods  Apartments          |   | Springfield, IL    |   | 168       |   | 4,068,100                              |    | 7/91          |   | 6/91            |   | 100                               | %      | 2,880,000                        |   |
|                           |   |               |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Portales  Estates              |   | Portales, NM       |   | 44        |   | 1,418,640                              |    | 7/91          |   | 7/91            |   | 100                               | %      | 365,100                          |   |
|                                |        |                    |        |           |        |                                        |         |               |        |                 |        |                                   |        |                                  |        |  |  |

 

21

----

 
| **Property  Name**              |   | **Location**          |   | **Units** |   | **Mortgage  Balance  As of  12/31/03** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/04** |   | **Cap Con  Paid  Thru  3/31/04** |   |
|---------------------------------|--------|-----------------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                            |   |                  |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Prairie  West Apts. III         |   | West Fargo, ND        |   | 24        |   | $                                      | 476,383 |          | 3/91   |            | 3/91   |                              | 100    | %                                | $      | 360,698 |   |
|                            |   |                  |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Ridgeway  Court III Apartments  |   | Bemidji, MN           |   | 24        |   | 892,446                                |    | 4/91          |   | 1/91            |   | 100                               | %      | 180,186                          |   |
|                            |   |                  |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| River  Reach Apts.              |   | Crystal River, FL     |   | 41        |   | 1,345,943                              |    | 5/91          |   | 5/91            |   | 100                               | %      | 351,421                          |   |
|                            |   |                  |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Rockmoor  Apartments            |   | Banner Elk, NC        |   | 12        |   | 554,269                                |    | 5/91          |   | 3/91            |   | 100                               | %      | 95,818                           |   |
|                            |   |                  |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Shawnee  Ridge Apartments       |   | Norton, VA            |   | 20        |   | 657,367                                |    | 5/91          |   | 5/91            |   | 100                               | %      | 145,606                          |   |
|                            |   |                  |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Springwood  Park Apartments     |   | Durham, NC            |   | 100       |   | 2,755,588                              |    | 3/91          |   | 5/91            |   | 100                               | %      | 374,349                          |   |
|                            |   |                  |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Spring  Mountain Apartments     |   | Pahrump, NV           |   | 33        |   | 1,343,870                              |    | 5/91          |   | 4/91            |   | 100                               | %      | 290,406                          |   |
|                            |   |                  |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Stonegate  Manor                |   | Perry, FL             |   | 36        |   | 995,372                                |    | 5/91          |   | 12/90           |   | 100                               | %      | 274,321                          |   |
|                            |   |                  |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Summit  Ridge Apartments        |   | Palmdale, CA          |   | 304       |   | 8,406,701                              |    | 10/92         |   | 12/93           |   | 100                               | %      | 3,674,306                        |   |
|                            |   |                  |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Turner  Lane Apartments         |   | Ashburn, GA           |   | 24        |   | 710,892                                |    | 5/91          |   | 7/91            |   | 100                               | %      | 147,090                          |   |
|                            |   |                  |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Union  Baptist Plaza Apartments |   | Springfield,  IL |   | 24        |   | 336,576                                |    | 5/91          |   | 4/91            |   | 100                               | %      | 432,648                          |   |
|                                 |        |                       |        |           |        |                                        |         |               |        |                 |        |                                   |        |                                  |        |  |  |

 

22

----

 
| **Property  Name**             |   | **Location**     |   | **Units** |   | **Mortgage  Balance  As of  12/31/03** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/04** |   | **Cap Con  Paid  Thru  3/31/04** |   |
|--------------------------------|--------|------------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                           |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Uptown  Apartments             |   | Salyersville, KY |   | 16        |   | $                                      | 513,525 |          | 5/91   |            | 3/91   |                              | 100    | %                                | $      | 121,700 |   |
|                           |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Villas  of Lakeridge           |   | Eufala, AL       |   | 18        |   | 524,118                                |    | 3/91          |   | 3/91            |   | 100                               | %      | 96,868                           |   |
|                           |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Waynesboro  Village Apartments |   | Waynesboro, TN   |   | 48        |   | 1,351,534                              |    | 4/91          |   | 1/91            |   | 100                               | %      | 310,510                          |   |
|                           |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Windsor  Court II              |   | Windsor, VA      |   | 24        |   | 727,162                                |    | 4/91          |   | 11/90           |   | 100                               | %      | 169,347                          |   |
|                           |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Woodcrest  Manor Apartments    |   | Woodville, MS    |   | 24        |   | 699,133                                |    | 6/91          |   | 11/91           |   | 100                               | %      | 138,579                          |   |
|                           |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Woodlawn  Village Apartments   |   | Abbeville, GA    |   | 36        |   | 997,729                                |    | 10/91         |   | 4/92            |   | 100                               | %      | 229,601                          |   |
|                           |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Woodside  Apartments           |   | Grove City, PA   |   | 32        |   | 1,137,556                              |    | 4/91          |   | 3/91            |   | 100                               | %      | 229,291                          |   |
|                           |   |             |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Yorkshire  Townhome Apts.      |   | Fort Smith, AR   |   | 50        |   | 778,626                                |    | 9/93          |   | 8/94            |   | 98                                | %      | 874,069                          |   |
|                                |        |                  |        |           |        |                                        |         |               |        |                 |        |                                   |        |                                  |        |  |  |

 

23

----

 

Boston Capital TaxCredit Fund II Limited Partnership - Series 14

 

PROPERTY PROFILESAS OF March 31, 2004

 
| **Property  Name**          |   | **Location**         |   | **Units** |   | **Mortgage  Balance  As of  12/31/03** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/04** |   | **Cap Con  Paid  Thru  3/31/04** |   |
|-----------------------------|--------|----------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                        |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Ada  Village Apts.          |   | Ada, OK              |   | 44        |   | $                                      | 1,007,518 |          | 1/93   |            | 11/93  |                              | 100    | %                                | $      | 158,976 |   |
|                        |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Amherst  Village            |   | Amherst, VA          |   | 48        |   | 1,567,437                              |      | 1/92          |   | 1/92            |   | 100                               | %      | 322,796                          |   |
|                        |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Belmont  Village Court      |   | Belmont, NY          |   | 24        |   | 915,328                                |      | 1/92          |   | 12/91           |   | 100                               | %      | 201,300                          |   |
|                        |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Bethel  Park Apartments     |   | Bethel, ME           |   | 24        |   | 1,466,169                              |      | 12/91         |   | 3/92            |   | 100                               | %      | 324,100                          |   |
|                        |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Blanchard  Senior Apts. II  |   | Blanchard, LA        |   | 24        |   | 588,088                                |      | 10/91         |   | 9/91            |   | 100                               | %      | 143,628                          |   |
|                        |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Blanchard  Village Apts.    |   | Blanchard, OK        |   | 8         |   | 211,862                                |      | 1/93          |   | 7/93            |   | 100                               | %      | 32,954                           |   |
|                        |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Brantwood  Lane Apartments  |   | Centreville, AL      |   | 36        |   | 1,126,560                              |      | 7/91          |   | 9/91            |   | 100                               | %      | 237,873                          |   |
|                        |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Breckenridge  Apartments    |   | McColl, SC           |   | 24        |   | 854,444                                |      | 1/92          |   | 3/92            |   | 100                               | %      | 186,065                          |   |
|                        |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Briarwood  Apartments Ph II |   | Middleburg,  FL |   | 50        |   | 1,468,221                              |      | 2/92          |   | 4/92            |   | 100                               | %      | 293,694                          |   |
|                        |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| The  Bridge Building        |   | New York, NY         |   | 15        |   | —                                 |      | 1/92          |   | 12/91           |   | 100                               | %      | 1,037,770                        |   |
|                        |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Buchanan  Court             |   | Warren, PA           |   | 18        |   | 714,395                                |      | 7/91          |   | 11/90           |   | 100                               | %      | 160,600                          |   |
|                        |   |                 |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Burnt  Ordinary Village     |   | Toano, VA            |   | 22        |   | 698,823                                |      | 7/91          |   | 7/91            |   | 100                               | %      | 159,400                          |   |
|                             |        |                      |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

24

----

 
| **Property  Name**                |   | **Location**      |   | **Units** |   | **Mortgage  Balance  As of  12/31/03** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/04** |   | **Cap Con  Paid  Thru  3/31/04** |   |
|-----------------------------------|--------|-------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                              |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Carleton  Court Apartments        |   | Providence RI     |   | 46        |   | $                                      | 2,907,897 |          | 12/91  |            | 12/91  |                              | 100    | %                                | $      | 1,496,922 |   |
|                              |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Carriage  Run Apartments          |   | Emporia, VA       |   | 40        |   | 1,288,902                              |      | 10/91         |   | 4/92            |   | 100                               | %      | 259,980                          |   |
|                              |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Cedar  View Apartments            |   | Brinkley, AR      |   | 32        |   | 1,246,948                              |      | 5/92          |   | 10/92           |   | 100                               | %      | 254,016                          |   |
|                              |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Cedarwood  Apartments             |   | Pembroke, NC      |   | 36        |   | 1,393,707                              |      | 10/91         |   | 1/92            |   | 100                               | %      | 326,310                          |   |
|                              |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Chapparral  Apartments            |   | Kingman, AZ       |   | 20        |   | 685,464                                |      | 8/91          |   | 7/91            |   | 100                               | %      | 198,275                          |   |
|                              |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| College  Green                    |   | Chili, NY         |   | 110       |   | 3,695,262                              |      | 3/95          |   | 8/95            |   | 100                               | %      | 755,771                          |   |
|                              |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Colorado  City Seniors Apartments |   | Colorado City, TX |   | 24        |   | 534,517                                |      | 10/91         |   | 10/91           |   | 100                               | %      | 98,721                           |   |
|                              |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Cottonwood  Apts. II              |   | Cottonport LA     |   | 24        |   | 706,790                                |      | 10/91         |   | 7/91            |   | 100                               | %      | 152,664                          |   |
|                              |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Country  Meadows Apartments       |   | Sioux Falls, SD   |   | 44        |   | 917,437                                |      | 11/91         |   | 10/91           |   | 100                               | %      | 922,350                          |   |
|                              |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Countryside  Fulton, Manor        |   | MS                |   | 24        |   | 656,249                                |      | 10/91         |   | 8/91            |   | 100                               | %      | 151,868                          |   |
|                              |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Davis  Village Apts.              |   | Davis, OK         |   | 44        |   | 1,135,781                              |      | 1/93          |   | 9/93            |   | 100                               | %      | 180,452                          |   |
|                              |   |              |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Devenwood  Apartments             |   | Ridgeland, SC     |   | 24        |   | 857,798                                |      | 7/92          |   | 1/93            |   | 100                               | %      | 186,000                          |   |
|                                   |        |                   |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

25

----

 
| **Property  Name**            |   | **Location**          |   | **Units** |   | **Mortgage  Balance  As of  12/31/03** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/04** |   | **Cap Con  Paid  Thru  3/31/04** |   |
|-------------------------------|--------|-----------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Duncan  Village Apts.         |   | Duncan, OK            |   | 48        |   | $                                      | 1,094,443 |          | 1/93   |            | 11/93  |                              | 100    | %                                | $      | 172,005 |   |
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Edison  Village Apartments    |   | Edison, GA            |   | 42        |   | 1,176,259                              |      | 7/91          |   | 2/92            |   | 100                               | %      | 274,144                          |   |
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Ethel  Bowman Proper House    |   | Tionesta, PA          |   | 36        |   | 1,406,205                              |      | 2/92          |   | 1/92            |   | 100                               | %      | 334,160                          |   |
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Excelsior  Springs Properties |   | Excelsior Springs, MO |   | 24        |   | 613,979                                |      | 2/92          |   | 4/91            |   | 100                               | %      | 150,651                          |   |
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Fairground  Place Apts.       |   | Bedford, KY           |   | 19        |   | 683,675                                |      | 3/95          |   | 8/95            |   | 100                               | %      | 176,963                          |   |
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Four  Oaks Village Apartments |   | Four Oaks, NC         |   | 24        |   | 879,181                                |      | 3/92          |   | 6/92            |   | 100                               | %      | 179,900                          |   |
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Franklin  Vista III Apts.     |   | Anthony, NM           |   | 28        |   | 914,054                                |      | 1/92          |   | 4/92            |   | 100                               | %      | 179,685                          |   |
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Friendship  Village           |   | Bel Air, MD           |   | 32        |   | 1,418,786                              |      | 1/92          |   | 6/91            |   | 100                               | %      | 226,000                          |   |
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Glenhaven  Park               |   | Merced, CA            |   | 12        |   | 376,579                                |      | 1/94          |   | 6/90            |   | 100                               | %      | 125,000                          |   |
|                          |   |                  |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Glenhaven  Park III           |   | Merced, CA            |   | 15        |   | 468,348                                |      | 1/94          |   | 12/89           |   | 100                               | %      | 225,500                          |   |
|                               |        |                       |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

26

----

 
| **Property  Name**                 |   | **Location**       |   | **Units** |   | **Mortgage  Balance  As of  12/31/03** |   | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/04** |   | **Cap Con  Paid  Thru  3/31/04** |   |
|------------------------------------|--------|--------------------|--------|-----------|--------|----------------------------------------|--------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                               |   |               |   |      |   |                                   |   |          |   |            |   |                              |   |                             |   |
| Green  Village Apts. II            |   | Standardsville, VA |   | 16        |   | 576,623                                |   | 4/92          |   | 11/91           |   | 100                               | %      | 99,100                           |   |
|                               |   |               |   |      |   |                                   |   |          |   |            |   |                              |   |                             |   |
| Greenleaf  Apartments              |   | Bowdoinham, ME     |   | 21        |   | 1,111,088                              |   | 11/91         |   | 8/92            |   | 100                               | %      | 295,085                          |   |
|                               |   |               |   |      |   |                                   |   |          |   |            |   |                              |   |                             |   |
| Hughes  Springs Seniors Apartments |   | Hughes Springs, TX |   | 32        |   | 776,362                                |   | 10/91         |   | 8/91            |   | 100                               | %      | 183,674                          |   |
|                               |   |               |   |      |   |                                   |   |          |   |            |   |                              |   |                             |   |
| Harrison  City Apts.               |   | Penn Township, PA  |   | 38        |   | 1,457,487                              |   | 7/92          |   | 9/92            |   | 100                               | %      | 311,775                          |   |
|                               |   |               |   |      |   |                                   |   |          |   |            |   |                              |   |                             |   |
| Hessmer  Village Apartments        |   | Hessmer, LA        |   | 32        |   | 895,068                                |   | 12/91         |   | 4/92            |   | 100                               | %      | 186,503                          |   |
|                               |   |               |   |      |   |                                   |   |          |   |            |   |                              |   |                             |   |
| Hillmont  Village Apartments       |   | Micro, NC          |   | 24        |   | 870,264                                |   | 9/91          |   | 1/92            |   | 100                               | %      | 184,900                          |   |
|                               |   |               |   |      |   |                                   |   |          |   |            |   |                              |   |                             |   |
| Hunters  Run Apartments            |   | Douglas, GA        |   | 50        |   | 1,423,087                              |   | 12/91         |   | 2/92            |   | 100                               | %      | 322,368                          |   |
|                               |   |               |   |      |   |                                   |   |          |   |            |   |                              |   |                             |   |
| Independence  Apartments           |   | Mt. Pleasant, PA   |   | 28        |   | 1,064,892                              |   | 8/91          |   | 6/91            |   | 100                               | %      | 223,100                          |   |
|                               |   |               |   |      |   |                                   |   |          |   |            |   |                              |   |                             |   |
| Indian  Creek Apartments           |   | Kilmarnock, VA     |   | 20        |   | 796,390                                |   | 7/91          |   | 4/91            |   | 100                               | %      | 174,400                          |   |
|                               |   |               |   |      |   |                                   |   |          |   |            |   |                              |   |                             |   |
| Jarratt  Village Apartments        |   | Jarratt, VA        |   | 24        |   | 817,775                                |   | 10/91         |   | 12/91           |   | 100                               | %      | 159,140                          |   |
|                               |   |               |   |      |   |                                   |   |          |   |            |   |                              |   |                             |   |
| Kingfisher  Village Apts.          |   | Kingfisher, OK     |   | 8         |   | 158,085                                |   | 1/93          |   | 12/93           |   | 100                               | %      | 24,365                           |   |

 

27

----

 
| **Property  Name**               |   | **Location**      |   | **Units** |   | **Mortgage  Balance  As of  12/31/03** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/04** |   | **Cap Con  Paid  Thru  3/31/04** |   |
|----------------------------------|--------|-------------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                             |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| La  Gema del Barrio Apts.        |   | Santa Ana, CA     |   | 6         |   | $                                      | 659,991 |          | 6/92   |            | 8/92   |                              | 100    | %                                | $      | 458,000 |   |
|                             |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Lafayettee  Gardens Apartments   |   | Scott, LA         |   | 56        |   | 1,041,478                              |    | 10/91         |   | 11/91           |   | 100                               | %      | 437,688                          |   |
|                             |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Lake  Isabella Senior Apartments |   | Lake Isabella, CA |   | 46        |   | 1,965,684                              |    | 9/91          |   | 1/92            |   | 100                               | %      | 442,457                          |   |
|                             |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Lakeside  Manor Apartments       |   | Schroon Lake, NY  |   | 24        |   | 1,032,096                              |    | 11/91         |   | 1/92            |   | 96                                | %      | 249,349                          |   |
|                             |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Lakeview  Meadows                |   | Battle Creek, MI  |   | 53        |   | 1,503,764                              |    | 1/92          |   | 6/92            |   | 100                               | %      | 1,018,808                        |   |
|                             |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Lakewood  Terrace Apts.          |   | Lakeland, FL      |   | 132       |   | 3,405,007                              |    | 11/93         |   | 8/89            |   | 100                               | %      | 725,312                          |   |
|                             |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Lana  Lu Apartments              |   | Lonaconing, MD    |   | 30        |   | 1,462,126                              |    | 12/91         |   | 9/92            |   | 100                               | %      | 303,261                          |   |
|                             |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Lexington  Village Apts.         |   | Lexington, OK     |   | 8         |   | 203,558                                |    | 1/93          |   | 11/93           |   | 100                               | %      | 32,178                           |   |
|                             |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Maidu  Village                   |   | Roseville, CA     |   | 81        |   | 1,815,399                              |    | 1/92          |   | 12/91           |   | 100                               | %      | 1,096,199                        |   |
|                             |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Marion  Apartments               |   | Manor Marion,LA   |   | 32        |   | 987,295                                |    | 2/92          |   | 6/92            |   | 100                               | %      | 199,708                          |   |
|                             |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Maysville  Village Apts.         |   | Maysville, OK     |   | 8         |   | 211,417                                |    | 1/93          |   | 10/93           |   | 100                               | %      | 33,726                           |   |
|                             |   |              |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Montague  Place Apartments       |   | Caro, MI          |   | 28        |   | 1,122,411                              |    | 12/91         |   | 12/91           |   | 100                               | %      | 432,320                          |   |
|                                  |        |                   |        |           |        |                                        |         |               |        |                 |        |                                   |        |                                  |        |  |  |

 

28

----

 
| **Property  Name**             |   | **Location**        |   | **Units** |   | **Mortgage  Balance  As of  12/31/03** |   | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/04** |   | **Cap Con  Paid  Thru  3/31/04** |    |
|--------------------------------|--------|---------------------|--------|-----------|--------|----------------------------------------|--------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|---------|
|                           |   |                |   |      |   |                                   |   |          |   |            |   |                              |   |                             |    |
| Navapai  Apartments            |   | Prescott Valley, AZ |   | 26        |   | 869,652                                |   | 6/91          |   | 4/91            |   | 100                               | %      | 207,330                          |    |
|                           |   |                |   |      |   |                                   |   |          |   |            |   |                              |   |                             |    |
| Nevada  City Senior Apartments |   | Grass Valley, CA    |   | 60        |   | 3,495,813                              |   | 1/92          |   | 10/92           |   | 100                               | %      | $                                | 839,300 |   |
|                           |   |                |   |      |   |                                   |   |          |   |            |   |                              |   |                             |    |
| Newellton  Place Apartments    |   | Newellton, LA       |   | 32        |   | 919,676                                |   | 2/92          |   | 4/92            |   | 100                               | %      | 190,600                          |    |
|                           |   |                |   |      |   |                                   |   |          |   |            |   |                              |   |                             |    |
| New  River Overlook Apartments |   | Radford, VA         |   | 40        |   | 1,461,206                              |   | 8/91          |   | 2/92            |   | 100                               | %      | 285,371                          |    |
|                           |   |                |   |      |   |                                   |   |          |   |            |   |                              |   |                             |    |
| Northridge  Apartments         |   | Arlington, TX       |   | 126       |   | 1,971,852                              |   | 1/92          |   | 2/92            |   | 98                                | %      | 741,300                          |    |
|                           |   |                |   |      |   |                                   |   |          |   |            |   |                              |   |                             |    |
| Oak  Ridge Apartments          |   | Crystal Springs, MS |   | 40        |   | 1,285,265                              |   | 1/92          |   | 1/92            |   | 100                               | %      | 308,578                          |    |
|                           |   |                |   |      |   |                                   |   |          |   |            |   |                              |   |                             |    |
| Oakland  Village Apts.         |   | Littleton, NC       |   | 24        |   | 839,019                                |   | 5/92          |   | 8/92            |   | 100                               | %      | 161,939                          |    |
|                           |   |                |   |      |   |                                   |   |          |   |            |   |                              |   |                             |    |
| Okemah  Village Apts.          |   | Okemah, OK          |   | 30        |   | 671,507                                |   | 1/93          |   | 5/93            |   | 100                               | %      | 119,832                          |    |
|                           |   |                |   |      |   |                                   |   |          |   |            |   |                              |   |                             |    |
| Pineridge  Apartments          |   | McComb, MS          |   | 32        |   | 991,260                                |   | 10/91         |   | 10/91           |   | 100                               | %      | 238,995                          |    |
|                           |   |                |   |      |   |                                   |   |          |   |            |   |                              |   |                             |    |
| Pineridge  Elderly             |   | Walnut Cove, NC     |   | 24        |   | 962,445                                |   | 10/91         |   | 3/92            |   | 100                               | %      | 199,311                          |    |
|                           |   |                |   |      |   |                                   |   |          |   |            |   |                              |   |                             |    |
| Pittsfield  Park Apartments    |   | Pittsfield, ME      |   | 18        |   | 1,030,401                              |   | 12/91         |   | 6/92            |   | 100                               | %      | 237,300                          |    |
|                           |   |                |   |      |   |                                   |   |          |   |            |   |                              |   |                             |    |
| Plantation  Apartments         |   | Richmond Hill, GA   |   | 49        |   | 1,397,173                              |   | 12/91         |   | 11/91           |   | 100                               | %      | 320,858                          |    |
|                                |        |                     |        |           |        |                                        |        |               |        |                 |        |                                   |        |                                  |         |  |

 

29

----

 
| **Property  Name**             |   | **Location**    |   | **Units** |   | **Mortgage  Balance  As of  12/31/03** |    | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/04** |   | **Cap Con  Paid  Thru  3/31/04** |   |
|--------------------------------|--------|-----------------|--------|-----------|--------|----------------------------------------|---------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                           |   |            |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Portville  Square Apartments   |   | Portville, NY   |   | 24        |   | 887,983                                |    | 3/92          |   | 3/92            |   | 100                               | %      | 198,100                          |   |
|                           |   |            |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Prague  Village Apts.          |   | Prague, OK      |   | 8         |   | $                                      | 102,691 |          | 1/93   |            | 3/93   |                              | 100    | %                                | $      | 21,373 |   |
|                           |   |            |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Rainbow  Commons Apartments    |   | Marshfield WI   |   | 48        |   | 679,914                                |    | 9/91          |   | 6/91            |   | 100                               | %      | 1,126,901                        |   |
|                           |   |            |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Rainier  Manor Apartments      |   | Mt. Rainier, MD |   | 104       |   | 3,611,628                              |    | 3/92          |   | 1/93            |   | 100                               | %      | 1,190,350                        |   |
|                           |   |            |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Rosenberg  Hotel               |   | Santa Rosa, CA  |   | 77        |   | 1,721,306                              |    | 12/91         |   | 1/92            |   | 100                               | %      | 1,850,000                        |   |
|                           |   |            |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Rosewood  Manor Apartments     |   | Ellenton, FL    |   | 43        |   | 1,418,477                              |    | 12/91         |   | 11/91           |   | 100                               | %      | 302,250                          |   |
|                           |   |            |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| San  Jacinto Senior Apartments |   | San Jacinto, CA |   | 46        |   | 2,337,986                              |    | 1/92          |   | 10/91           |   | 100                               | %      | 588,965                          |   |
|                           |   |            |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Smithville  Properties         |   | Smithville, MO  |   | 48        |   | 1,226,477                              |    | 2/92          |   | 5/91            |   | 100                               | %      | 285,384                          |   |
|                           |   |            |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Snow  Hill Ridge Apartments    |   | Raleigh, NC     |   | 32        |   | 1,165,185                              |    | 10/91         |   | 12/91           |   | 100                               | %      | 307,524                          |   |
|                           |   |            |   |      |   |                                   |    |          |   |            |   |                              |   |                             |   |
| Spring  Creek Village          |   | Derby,  KS |   | 72        |   | 1,546,749                              |    | 6/91          |   | 9/91            |   | 100                               | %      | 1,634,760                        |   |
|                                |        |                 |        |           |        |                                        |         |               |        |                 |        |                                   |        |                                  |        |  |  |

 

30

----

 
| **Property  Name**              |   | **Location**       |   | **Units** |   | **Mortgage  Balance  As of  12/31/03** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/04** |   | **Cap Con  Paid  Thru  3/31/04** |   |
|---------------------------------|--------|--------------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Spring  Valley Apartments       |   | Lexington Park, MD |   | 128       |   | $                                      | 5,343,231 |          | 11/91  |            | 12/92  |                              | 100    | %                                | $      | 2,877,811 |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Springwood  Park Apartments     |   | Durham, NC         |   | 100       |   | 2,755,588                              |      | 10/91         |   | 5/91            |   | 100                               | %      | 374,349                          |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Summer  Lane Apartments         |   | Santee, SC         |   | 24        |   | 862,821                                |      | 7/91          |   | 11/91           |   | 100                               | %      | 176,291                          |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Summit  Ridge Apartments        |   | Palmdale, CA       |   | 304       |   | 8,406,701                              |      | 10/92         |   | 12/93           |   | 100                               | %      | 1,236,600                        |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Titusville  Apartments          |   | Titusville PA      |   | 30        |   | 1,220,618                              |      | 12/91         |   | 1/92            |   | 100                               | %      | 280,829                          |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Townview  Apartments            |   | St.Mary’s, PA |   | 36        |   | 1,359,889                              |      | 9/91          |   | 10/91           |   | 100                               | %      | 315,700                          |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Tyrone  House Apartments        |   | Tyrone, PA         |   | 36        |   | 1,460,579                              |      | 12/91         |   | 1/92            |   | 100                               | %      | 349,800                          |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Valley  Ridge Senior Apartments |   | Central Valley, CA |   | 38        |   | 1,795,485                              |      | 1/92          |   | 12/91           |   | 100                               | %      | 456,600                          |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Victoria  Place                 |   | Victoria, VA       |   | 39        |   | 1,348,560                              |      | 1/92          |   | 6/92            |   | 100                               | %      | 287,736                          |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Villa  West Apts. IV            |   | Topeka, KS         |   | 60        |   | 1,367,143                              |      | 8/91          |   | 1/91            |   | 100                               | %      | 1,392,873                        |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Village  Green                  |   | Raleigh, NC        |   | 42        |   | 664,825                                |      | 5/92          |   | 9/91            |   | 100                               | %      | 581,446                          |   |
|                            |   |               |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Washington  Court               |   | Abingdon, VA       |   | 39        |   | 1,141,310                              |      | 7/91          |   | 8/91            |   | 100                               | %      | 295,250                          |   |
|                                 |        |                    |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

31

----

 
| **Property  Name**           |   | **Location**    |   | **Units** |   | **Mortgage  Balance  As of  12/31/03** |      | **Acq  Date** |   | **Const  Comp** |   | **Qualified  Occupancy  3/31/04** |   | **Cap Con  Paid  Thru  3/31/04** |   |
|------------------------------|--------|-----------------|--------|-----------|--------|----------------------------------------|-----------|---------------|--------|-----------------|--------|-----------------------------------|--------|----------------------------------|--------|
|                         |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Wesley  Village Apartments   |   | Martinsburg, WV |   | 36        |   | $                                      | 1,291,571 |          | 10/91  |            | 6/92   |                              | 100    | %                                | $      | 266,253 |   |
|                         |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Westside  Apartments         |   | Louisville, MS  |   | 33        |   | 773,769                                |      | 3/92          |   | 1/92            |   | 100                               | %      | 191,014                          |   |
|                         |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Wildwood  Terrace Apartments |   | Wildwood, FL    |   | 40        |   | 1,246,145                              |      | 10/91         |   | 10/91           |   | 100                               | %      | 281,647                          |   |
|                         |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Woodside  Apartments         |   | Belleview, FL   |   | 41        |   | 1,195,825                              |      | 11/91         |   | 10/91           |   | 100                               | %      | 268,500                          |   |
|                         |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Wynnewood  Village Apts.     |   | Wynnewood, OK   |   | 16        |   | 384,322                                |      | 1/93          |   | 11/93           |   | 100                               | %      | 67,443                           |   |
|                         |   |            |   |      |   |                                   |      |          |   |            |   |                              |   |                             |   |
| Yorkshire  Corners           |   | Delevan, NY     |   | 24        |   | 911,969                                |      | 8/91          |   | 9/91            |   | 100                               | %      | 191,500                          |   |
|                              |        |                 |        |           |        |                                        |           |               |        |                 |        |                                   |        |                                  |        |  |  |

 

32

----

 
| Item  3. |   | Legal Proceedings                                    |
|----------|--------|------------------------------------------------------|
|     |   |                                                 |
|     |   | None.                                                |
|     |   |                                                 |
| Item  4. |   | Submission of Matters  to a Vote of Security Holders |
|     |   |                                                 |
|     |   | None.                                                |

 

33

----

PART II

 

Item 5.             Market for the Registrant’s PartnershipInterests and Related Partnership Matters

 

(a)                                  MarketInformation

 

The Partnership isclassified as a limited partnership and thus has no common stock.  There is no established public tradingmarket for the BACs and it is not anticipated that any public market willdevelop.

 

(b)                                 Approximatenumber of security holders

 

As of March 31, 2004, the Partnership has 11,099registered BAC holders for an aggregate of 18,679,738 BACs which were offeredat a subscription price of $10 per BAC.

 

The BACs were issued inseries.  Series 7 consists of 778investors holding 1,036,100 BACs, Series 9 consists of 2,109 investors holding4,178,029 BACs, Series 10 consists of 1,555 investors holding 2,428,925 BACs, Series11 consists of 1,325 investors holding 2,489,599 BACs, Series 12 consists of1,853 investors holding 2,972,795 BACs, and Series 14 consists of 3,479investors holding 5,574,290 BACs at March 31, 2004.

 

(c)                                  Dividendhistory and restriction

 

The Partnership has made no distributions of Net CashFlow to its BAC Holders from its inception, June 28, 1989 through March 31,2004.

 

The Partnership Agreement provides that Profits,Losses and Credits will be allocated each month to the holder of record of aBAC as of the last day of such month. Allocation of Profits, Losses and Credits among BAC Holders will be madein proportion to the number of BACs held by each BAC Holder.

 

Any distributions of Net Cash Flow or Liquidation,Sale or Refinancing Proceeds will be made within 180 days of the end of theannual period to which they relate. Distributions will be made to the holders of record of a BAC as of thelast day of each month in the ratio which (i) the BACs held by such Person onthe last day of the calendar month bears to (ii) the aggregate number of BACsoutstanding on the last day of such month.

 

Partnership allocations and distributions aredescribed on pages 107 to 112 of the Prospectus, as supplemented, which areincorporated herein by reference.

 

During the year endedMarch 31, 2004, the Fund made distributions to the Limited Partners of Series 9and 14 for proceeds from the sale of one of the Operating Partnerships.  Further details on the distributions aredisclosed in the results of operations.

 

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Item 6.             Selected Financial Data

 

The information set forth below presents selected financial data of thePartnership for each of the five years in the period ended March 31, 2004.Additional detailed financial information is set forth in the audited financialstatements listed in Item 15 hereof.

 
|                                                                                                                   |   | **March 31,  2004** |       | **March 31,  2003** |   | **March 31,  2002** |   | **March 31,  2001** |       | **March 31,  2000** |   |
|------------------------------------------------------------------------------------------------------------------------|--------|---------------------|------------|---------------------|--------|---------------------|--------|---------------------|------------|---------------------|--------|
|                                                                                                                   |   |                |       |                |   |                |   |                |       |                |   |
| Operations                                                                                                             |   |                |       |                |   |                |   |                |       |                |   |
|                                                                                                                   |   |                |       |                |   |                |   |                |       |                |   |
| Interest &  other Inc                                                                                              |   | $                   | 65,709     |                | $      | 56,293              |   | $                   | 53,149     |                | $      | 61,179 |   | $ | 92,529 |   |
|                                                                                                                   |   |                |       |                |   |                |   |                |       |                |   |
| Share of Loss Of  Operating Partnerships                                                                               |   | (4,482,965          | )          | (5,855,904          | )      | (5,815,333          | )      | (5,981,076          | )          | (5,998,233          | )      |
|                                                                                                                   |   |                |       |                |   |                |   |                |       |                |   |
| Operating Exp                                                                                                          |   | (4,785,151          | )          | (4,034,177          | )      | (2,639,786          | )      | (2,834,858          | )          | (2,701,882          | )      |
|                                                                                                                   |   |                |       |                |   |                |   |                |       |                |   |
| Net Loss                                                                                                               |   | $                   | (9,202,407 | )                   | $      | (9,833,788          | )      | $                   | (8,401,970 | )                   | $      | (8,754,755 | ) | $ | (8,607,586 | ) |
|                                                                                                                   |   |                |       |                |   |                |   |                |       |                |   |
| Net Loss per BAC                                                                                                       |   | $                   | (.49       | )                   | $      | (.52                | )      | $                   | (.45       | )                   | $      | (.46 | ) | $ | (.46 | ) |
|                                                                                                                   |   |                |       |                |   |                |   |                |       |                |   |
| Balance Sheet                                                                                                          |   |                |       |                |   |                |   |                |       |                |   |
|                                                                                                                   |   |                |       |                |   |                |   |                |       |                |   |
| Total Assets                                                                                                           |   | $                   | 20,278,411 |                | $      | 29,506,804          |   | $                   | 38,568,793 |                | $      | 44,443,818 |   | $ | 50,584,819 |   |
|                                                                                                                   |   |                |       |                |   |                |   |                |       |                |   |
| Total Liabilites                                                                                                       |   | $                   | 28,861,231 |                | $      | 26,412,221          |   | $                   | 24,871,101 |                | $      | 22,344,156 |   | $ | 19,730,402 |   |
|                                                                                                                   |   |                |       |                |   |                |   |                |       |                |   |
| Capital                                                                                                                |   | $                   | (8,582,820 | )                   | $      | 3,094,583           |   | $                   | 13,697,692 |                | $      | 22,099,662 |   | $ | 30,854,417 |   |
|                                                                                                                   |   |                |       |                |   |                |   |                |       |                |   |
| Other Data                                                                                                             |   |                |       |                |   |                |   |                |       |                |   |
|                                                                                                                   |   |                |       |                |   |                |   |                |       |                |   |
| Credit per BAC  for the Investors Tax Year, for the twelve months ended December 31, 2003,  2002, 2001, 2000 and 1999* |   | $                   | .14        |                | $      | .29                 |   | $                   | .74        |                | $      | 1.19 |   | $ | 1.23 |   |

 

Credit per BAC is a weighted average of all theSeries.  Since each Series has investedas a limited partner in different Operating Partnerships the Credit per BACwill vary slightly from series to series. For more detailed information refer to Item 7. Results of Operations.

 

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Item 7.             Management’s Discussion and Analysis ofFinancial Condition and Results of Operations

 

This Management’s Discussion and Analysis of Financial Condition andResults of Operations contains forward-looking statements such as ourintentions, hopes, beliefs, expectations, strategies and predictions of ourfuture activities, or other future events or conditions. Such statements are“forward looking statements” within the meaning of Section 27A of theSecurities Act of 1993, as amended, and Section 21E of the Securities ExchangeAct of 1934, as amended, and are intended to be covered by the safe harborscreated thereby. Investors are cautioned that all forward-looking statementsinvolve risks and uncertainty, including, without limitation, the factorsidentified in Part I, Item 1 of this Report. Although we believe that theassumptions underlying the forward-looking statements contained herein arereasonable, any of the assumptions could be inaccurate, and, therefore, therecan be no assurance that the forward-looking statements included in this Reportwill prove to be accurate. In light of the significant uncertainties inherentin the forward-looking statements included herein, the inclusion of suchinformation should not be regarded as a representation by us or any otherperson that our objectives and plans will be achieved.

 

Liquidity

 

The Partnership’s primary source of funds was the proceeds of itsPublic Offering.  Other sources ofliquidity include (i) interest earned on capital contributions unpaid as ofMarch 31, 2004 and on working capital reserves and (ii) cash distributions fromoperations of the Operating Partnerships in which the Partnership hasinvested.  These sources of liquidity,along with the Partnership’s working capital reserve, are available to meet theobligations of the Partnership.  ThePartnership does not anticipate significant cash distributions from operationsof the Operating Partnerships.

 

The Partnership is currently accruing the annual partnership managementfee to enable each series to meet current and future third party obligations.During the fiscal year ended March 31, 2004 the Partnership accrued, net ofpayments made, $2,115,746 in annual partnership management fees. As of March31, 2004 the accrued partnership management fees totaled $27,959,830.  Pursuant to the Partnership Agreement, suchliabilities will be deferred until the Partnership receives sale or refinancingproceeds from Operating Partnerships, and at that time proceeds from such salesor refinancing will be used to satisfy such liabilities.  The Partnership anticipates that there willbe sufficient cash to meet future third party obligations.  The Partnership does not anticipatesignificant cash distributions in the long or short term from operations of theOperating Partnerships.

 

Affiliates of the general partner have advanced $663,672 to thePartnership to pay certain third party operating expenses and to fund advancesto operating partnerships. Of this amount, $124,226 was advanced during thefiscal year ended March 31, 2004.  Theallocation of the total advanced

 

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through March 31, 2004, to four of the six series is as follows:  $307,267 to Series 7, $4,960 to Series 9,$15,401 to Series 11, $163,488 to Series 12 and $172,556 to Series 14.  These, and any additional advances, will bepaid, without interest, from available cash flow, reporting fees, or theproceeds of the sale or refinancing of the Partnership’s interest in OperatingPartnerships.  The Partnershipanticipates that as the Operating Partnerships continue to mature, more cashflow and reporting fees will be generated. Cash flow and reporting fees will be added to the Partnership’s workingcapital and will be available to meet future third party obligations of thePartnership.  The Partnership iscurrently pursuing, and will continue to pursue, available cash flow andreporting fees and anticipates that the amount collected will be sufficient tocover third party operating expenses.

 

Capital Resources

 

The Partnership offered BACs in a public offering declared effective bythe Securities and Exchange Commission on October 25, 1989.  The Partnership received and acceptedsubscriptions for $186,337,517 representing 18,679,738 BACs from investorsadmitted as BAC Holders in Series 7, 9 through 12 and 14 of the Partnership.

 

Offers and sales of BACs in Series 7, 9 through 12, and 14 of the Partnershipwere completed and the last of the BACs in Series 14 were issued by thePartnership on January 27, 1992.

 

(Series 7).  The Partnershipcommenced offering BACs in Series 7 on November 14, 1989.  The Partnership had received and acceptedsubscriptions for $10,361,000, representing 1,036,100 BACs from investorsadmitted as BAC Holders in Series 7. Offers and sales of BACs in Series 7 were completed and the last of theBACs in Series 7 were issued by the Partnership on December 29, 1989.

 

As of March 31, 2004 the net proceeds from the offer and sale of BACsin Series 7 had been used to invest in a total of 14 Operating Partnerships inan aggregate amount of $7,774,651, and the Partnership had completed payment ofall installments of its capital contributions to the OperatingPartnerships.  Series 7 net offeringproceeds in the amount of $12,216 remain in working capital.

 

(Series 9).  The Partnershipcommenced offering BACs in Series 9 on February 1, 1990.  The Partnership had received and acceptedsubscriptions for $41,574,518, representing 4,178,029 BACs from investorsadmitted as BAC Holders in Series 9. Offers and sales of BACs in Series 9 were completed and the last of theBACs in Series 9 were issued by the Partnership on April 30, 1990.

 

As of March 31, 2004 the net proceeds from the offer and sale of BACsin Series 9 had been used to invest in a total of 53 Operating Partnerships inan aggregate amount of $31,605,286, and the Partnership had completed paymentof installments of its capital contributions to the OperatingPartnerships.  Series 9 net offeringproceeds in the amount of $243,617 remain in working capital.

 

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(Series 10).  The Partnershipcommenced offering BACs in Series 10 on May 7, 1990.  The Partnership had received and accepted subscriptions for$24,288,997 representing 2,428,925 BACs from investors admitted as BAC Holdersin Series 10.  Offers and sales of BACsin Series 10 were completed and the last of the BACs in Series 10 were issuedby the Partnership on August 24, 1990.

 

As of March 31, 2004 the net proceeds from the offer and sale of BACsin Series 10 had been used to invest in a total of 44 Operating Partnerships inan aggregate amount of $18,555,455, and the Partnership had completed paymentof all installments of its capital contributions to the OperatingPartnerships.  Series 10 net offeringproceeds in the amount of $184,427 remain in working capital.

 

(Series 11).  The Partnershipcommenced offering BACs in Series 11 on September 17, 1990.  The Partnership had received and acceptedsubscriptions for $24,735,002, representing 2,489,599 BACs in Series 11.  Offers and sales of BACs in Series 11 werecompleted and the last of the BACs in Series 11 were issued by the Partnershipon December 31, 1990.

 

During the fiscal year ended March 31, 2004, the Partnership did notuse any of Series 11’s net offering proceeds to pay installments of its capitalcontributions to the Operating Partnerships. As of March 31, 2004 the net proceeds from the offer and sale of BACs inSeries 11 had been used to invest in a total of 40 Operating Partnerships in anaggregate amount of $18,894,372.  ThePartnership has completed payment of all installments of its capitalcontributions to 39 of the 40 Operating Partnerships.  Series 11 net offering proceeds in the amount of $331,830 remainto be used by the Partnership to pay outstanding installments of capitalcontributions to one Operating Partnership and to fund working capitalexpenses.

 

(Series 12).  The Partnershipcommenced offering BACs in Series 12 on February 1, 1991.  The Partnership had received and acceptedsubscriptions for $29,649,003, representing 2,972,795 BACs in Series 12.  Offers and sales of BACs in Series 12 werecompleted and the last of the BACs in Series 12 were issued by the Partnershipon April 30, 1991.

 

During the fiscal year ended March 31, 2004, the Partnership did notuse any of Series 12’s net offering proceeds to pay installments of its capitalcontributions to the Operating Partnerships. As of March 31, 2004 the net proceeds from the offer and sale of BACs inSeries 12 had been used to invest in a total of 53 Operating Partnerships in anaggregate amount of $22,356,179.  ThePartnership has completed payment of all installments of its capitalcontributions to 51 of the 53 Operating Partnerships.  Series 12 net offering proceeds in the amount of $67,139 remainto be used by the Partnership to pay outstanding installments of capital contributionsto two Operating Partnerships and to fund working capital expenses.

 

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(Series 14).  The Partnershipcommenced offering BACs in Series 14 on May 20, 1991.  The Partnership had received and accepted subscriptions for$55,728,997, representing 5,574,290 BACs in Series 14.  Offers and sales of BACs in Series 14 werecompleted and the last of the BACs in Series 14 were issued by the Partnershipon January 27, 1992.

 

During the fiscal year ended March 31, 2004, the Partnership did notuse any of Series 14’s net offering proceeds to pay installments of its capitalcontributions to the Operating Partnership. As of March 31, 2004 the net proceeds from the offer and sale of BACs inSeries 14 had been used to invest in a total of 98 Operating Partnerships in anaggregate amount of $42,034,328.  ThePartnership has completed payment of all installments of its capitalcontributions to 88 of the 98 Operating Partnerships.  Series 14 net offering proceeds in the amount of $910,188 remainto be used by the Partnership to pay outstanding installments of capitalcontributions to Operating Partnerships and to fund working capital expenses.

 

Results of Operations

 

The Partnership incurs an annual partnership management fee payable tothe General Partner and/or its affiliates in an amount equal to 0.5% of theaggregate cost of the Apartment Complexes owned by the Operating Partnerships,less the amount of certain partnership management and reporting fees paid bythe Operating Partnerships.  The annualpartnership management fee, net of reporting fees received, charged tooperations for the fiscal years ended March 31, 2004 and 2003 was $2,115,746and $1,831,759, respectively. The lower amount in the prior fiscal year ismainly the result of the payment outstanding reporting fees for the years 1992through 2003 by one of the Operating Partnerships in Series 9 and Series 14totaling approximately $368,000.  ThePartnership’s investment objectives do not include receipt of significant cashdistributions from the Operating Partnerships in which it has invested.  The Partnership’s investments in OperatingPartnerships have been made principally with a view towards realization ofFederal Housing Tax Credits for allocation to its partners and BAC holders.

 

All series in Boston Capital Tax Credit Fund II Limited Partnershipexperienced a decrease in the tax credits generated per BAC from calendar year2002 to 2003.  The OperatingPartnerships were allocated tax credits for 10 years.  Based on each Operating Partnership’s lease-up, the total creditscould be spread over as many as 13 years. In cases where the actual number of years is more than 10, the creditsdelivered in the early and later years will be less than the maximum allowableper year.  The decrease in credits fromcalendar year 2002 to 2003 results from the fact that a large number of theOperating Partnerships are in their final years of credit.  The decrease in tax credits generated perBAC is expected to continue until all credits have been realized and taxcredits generated per BAC will be reduced to zero.

 

(Series 7).  As of March 31,2004 and 2003, the average Qualified Occupancy for the series was 100%.  The Series had a total of 14 properties atMarch 31, 2004, all of which were at 100% qualified occupancy.

 

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For the tax years endedDecember 31, 2003 and 2002, the series, in total, generated $605,554 and$664,635, respectively, in passive income tax losses that were passed throughto the investors, and also provided $.02 and $.04, respectively, in tax creditsper BAC to the investors.

 

As of March 31, 2004 and2003, Investments in Operating Partnerships for Series 7 was $52,288 and$133,996, respectively.  Investments inOperating Partnerships was affected by the way the Partnership accounts forsuch investments, the equity method.  Byusing the equity method the Partnership adjusts its investment cost for itsshare of each Operating Partnership’s results of operations and for anydistributions received or accrued.

 

For the years endedDecember 31, 2003 and 2002 Series 7 reflects a net income from OperatingPartnerships of $268,490 and $168,853, respectively, adjusted for depreciationwhich is a non-cash item.

 

Metropole ApartmentsAssociates, L.P. (Metropole Apartments) incurred several capital improvementsin 2003, including carpet replacement in all the common areas and new interiorlighting in the hallways.  These actionshave resulted in stabilized high occupancy at the property. The residentialsection of the property has now achieved an occupancy rate of 99% through thefirst quarter of 2004 and rent collections are strong.  On May 8, 2003, the Investment GeneralPartner received notice from the lender that property taxes have not been paidfor the tax years 2001 and 2002.  Thetotal amount delinquent was $109,225.71. The lender gave a 60-day cure period in which to bring taxes current.The outstanding taxes were paid on July 9, 2003.

 

The Investment GeneralPartner advanced the funds to the Operating Partnership to cure the delinquenttaxes under a note that bears interest at prime + 1% and has a term of oneyear, renewable upon mutual agreement of the lender and borrower.  The Investment General Partner is currentlyin the process of negotiating a renewal of the note with the Operating GeneralPartner, but the terms have not yet been finalized.

 

(Series 9).  As of March 31,2004 and 2003, the average Qualified Occupancy for the series was 99.8%,respectively. The series had a total of 53 properties as of March 31, 2004, ofwhich 51 were at 100% qualified occupancy.

 

For the tax years ended December 31, 2003 and 2002, the series, intotal, generated $3,613,512 and $3,679,995, respectively, in passive income taxlosses that were passed through to the investors, and also provided $.15 and$.23, respectively, in tax credits per BAC to the investors.

 

As of March 31, 2004 and 2003, the Investments in OperatingPartnerships for Series 9 was $222,660 and $1,463,578, respectively.Investments in Operating Partnerships was affected by the way the Partnershipaccounts for such investments, the equity method.  By using the equity method the Partnership adjusts its investmentcost for its share of each Operating Partnership’s results of operations andfor any distributions received or accrued.

 

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**For the years ended December 31, 2003 and 2002 Series 9reflects a net income from Operating Partnerships of $678,891 and $2,549,086,respectively, adjusted for depreciation which is a non-cash item.  The decrease in adjusted net income ismainly the result of income reported by one of the Operating Partnerships,California Investors V, which was sold in the prior fiscal year.**

** **

California Investors V (Somerset Apartments) is a 156-unit propertylocated in Antioch, CA in which Series 9 and Series 14 invested $3,920,000 and$1,050,000, respectively.  The propertywas sold in the fourth quarter of 2002 for proceeds to Series 9 and Series 14of $2,170,401 and $581,359, respectively. This amounted to approximately 50.58% of the original equity investmentmade by each Series in the Operating Partnership. The Operating General Partnerwas holding a portion of the total sale proceeds until the OperatingPartnership entity was dissolved.  Thehold back was paid to the Investment Partnerships in July 2003. Of the proceedsreceived, $1,952,113 and $522,877, respectively, was returned to the investorsin Series 9 and Series 14 in September 2003. This amounted to a per BAC distribution of .467 and .093 for Series 9and 14, respectively.  The remainingtotal of $110,000 was paid to Boston Capital Asset Management LimitedPartnership (BCAMLP) for fees and expenses related to the sale.  The total returned to the investors wasdistributed based on the number of BACs held by each investor. The breakdown ofthe amount paid to BCAMLP is as follows: $10,000 represents reimbursement of expenses incurred related to sale,which includes but is not limited to due diligence, legal and mailing costs; $100,000represents a fee for overseeing and managing the disposition of theproperty.  Prior to the sale of theOperating Partnership it reimbursed the Investment Partnerships approximately$368,000 in reporting fees that it owed. The Investment Partnerships in turn used the money to pay a portion ofthe accrued Asset Management Fees owed to BCAMLP.  Consequently, the Investment Partnerships are not withholding aportion of the sale proceeds to make a payment toward the outstanding AssetManagement Fee accruals.  As all of thesale proceeds have been distributed future special disclosure on thispartnership will no longer be provided.

 

Series 9 has invested in 3 Operating Partnerships (the “CalhounPartnerships”) in which the Operating General Partner is RiemerCalhoun, Jr. or an entity, which is affiliated with or controlled byRiemer Calhoun (the “Riemer Calhoun group”). The Operating Partnerships are Big Lake Seniors Apts., Blanco SeniorsApts. Ltd. and Pleasanton, Ltd.  Theaffordable housing properties owned by the Calhoun Partnerships are located inTexas and consist of approximately 64 apartment units in total.  The low income housing tax credit availableannually to Series 9 from the Calhoun Partnerships is approximately $75,331,which is approximately 9% of the total annual tax credit available to investorsin Series 9.

 

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Inthe summer of 2002, the US Attorney for the Western District of Louisiananotified the Investment General Partner that the Riemer Calhoun group was underinvestigation by several federal agencies for the alleged manipulation ofproperty cost certifications.  In early2003, the Investment General Partner learned that the US Attorney intended tobring criminal charges against certain members of the Riemer Calhoun group forfalsifying the certified cost basis upon which the Louisiana Housing FinanceAgency determined the tax credit calculation with respect to approximately 40Operating Partnerships in which Series 9 is not an investor.  The Investment General Partner used thesecertifications in determining the tax credits investors would receive throughtheir investment in the Calhoun Partnerships. In effect, it appears that the contractor that built the apartmentproperties (an affiliate of Mr. Calhoun’s) overbilled the respective OperatingPartnerships, thereby improperly inflating the cost certification and theamount of tax credit generated.

 

In late March, 2003, Reimer Calhoun, Jr. pleadedguilty to charges of wire fraud and conspiracy to commit equity skimming.  At that time, the Investment General Partnerobtained $1,282,202, currently held in escrow, from Reimer Calhoun for thepurpose of offsetting any potential losses to tax credits caused by Mr.Calhoun’s fraud.

 

On September 25, 2003, judgment in a criminalcase was entered against Reimer Calhoun, Jr. and TF Management, Inc.  On Count 1, alleging wire fraud, ReimerCalhoun, Jr. was sentenced to 60 months in the custody of the United StatesBureau of Prisons.  On Count 2, Mr.Calhoun received a concurrent 60 month sentence.  Mr. Calhoun’s prison sentence began on October 13, 2003.  Mr. Calhoun was further fined $500,000 andordered to pay restitution of $4,363,683 to various parties.  The amount of restitution ordered paid tothe Investment General Partner was $1,559,723. This amount includes the monies previously paid by Mr. Calhoun. Theadditional $277,521 was received in December 2003.

 

The Investment General Partner has cooperatedfully with the US Attorney in the investigation, and there has been nosuggestion of any wrongdoing on the part of it or any of its affiliates.

 

In 2003, the Internal Revenue Service commencedan audit of the Calhoun partnerships in order to finally determine the amountof overstated tax credits.  TheInvestment General Partner has reached a resolution with the IRS whereby theadjustments to tax credits will be made only for the tax years 2004 andthereafter in order to avoid amending tax returns already filed for the years2001, 2002 and 2003. It is anticipated that final Closing Agreements will beentered into with the IRS for each of the partnerships in the next two to threemonths. At this point, the Investment Partnerships have incurred substantiallegal and accounting costs based upon Mr. Calhoun’s fraud. It is anticipatedthat some of these costs will continue at least through completion of theClosing Agreements. It is further anticipated that the $1,559,723 will besufficient to fully protect the investors and provide restitution to the InvestmentPartnerships affected.

 

With respect to each of the Calhoun Partnershipswhere Riemer Calhoun has been the Operating General Partner or in control of anentity which has been the Operating General Partner, the Investment GeneralPartner and its affiliates are in the process of replacing them with anotherentity which is

 

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controlled by Murray Calhoun, the son of RiemerCalhoun.  Murray Calhoun is theprincipal of Calhoun Property Management, L.L.C., which has provided propertylevel management services for the apartment properties owned by the CalhounPartnerships.  Murray Calhoun alsocooperated fully with the criminal investigation of his father, and the InvestmentGeneral Partner and its affiliates have confirmed directly with the US Attorneythat no evidence was found of any wrongdoing on the part of Murray Calhoun.

 

The Investment General Partner and its affiliateshave undertaken discussions with the Rural Housing Service of the U.S.Department of Agriculture, in its capacity as first mortgage lender for each ofthe Calhoun Partnerships, to make sure that all of the mortgage loans are andwill continue to be in good standing notwithstanding the overstated credit andthe criminal prosecution resulting therefrom. RHS has also indicated that it will consent to the replacement ofgeneral partners noted above.

 

Finally, the Investment General Partner and itsaffiliates are reviewing their business dealings with the Calhoun Partnershipsin general to attempt to determine if any other irregularities have occurred.

 

School Street II Limited Partnership (School Street Apts. II) is a24-unit complex located in Marshall, Wisconsin.  Average occupancy for the first quarter of 2004 was 87.6%, andoperations remain below breakeven due to high operating expenses.  The high operating expenses at the propertyare tied to an increase in advertising, unit turnover and higher utilitycost.  The management company hasincreased advertising in an effort to maintain high occupancy.  Madison Gas & Electric is projectinganother 35-40% increase for the 2003-2004 winter over the average cost ofthe past heating season. Due to the strong competition from otherproperties, the property is unable to raise rents to cover the additionaloperating costs.  Consequently, theOperating General Partner is examining alternatives to reduce utility usage andimplement energy saving measures.  TheOperating General Partner continues to fund any operating cash deficits. Themortgage, taxes, insurance and accounts payables are current.

 

Glennwood Hotel Investors (Glennwood Hotel) is 36-unit single roomoccupancy (SRO) development, located in Porterville, CA. Significant structuralimprovements, that at this time are physically and financially unfeasible, arerequired for the property to compete effectively in the market. The managementagent continues to market the available units to the housing authority as wellas performing various outreach efforts to attract qualified residents.  The average occupancy during the firstquarter of 2004 was 67%, Because of the high vacancy rate, the property willnot achieve breakeven operations in 2004. The Operating General Partnercontinues to support the Operating Partnership financially. The mortgage, insuranceand payables are current. The Investment General Partner continues to monitorthis situation to ensure the property reaches the end of the tax creditcompliance period in 2005.

 

Surry Village II Limited Partnership, (Surry Village II) is a 24-unit developmentlocated in Spring Grove, Virginia. Average occupancy was 82.64% in 2003. The average occupancy for the first quarter of 2004 was 85%.  The property struggles with tenantretention.  Management feels this is dueto the lack of cable providers in the area and poor television reception.

 

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Management is currently working with a satellite dish company toinstall the dishes at no cost to the property. Management feels that by being able to offer satellite cable to theirresidents, retention will improve.  TheInvestment General Partner will continue to monitor the Operating Partnershipon a monthly basis until it is able to increase occupancy.

 

Warrensburg Estates Limited Partnership (Warrensburg Estates), locatedin Warrensburg, Missouri, operated at a deficit in 2003 due to the property’shigh vacancy rate.  The averageoccupancy for 2003 was 72% and improved through March 2004 to 84%.  Occupancy has been impacted by the increasedcompetition from newer developments. Management is working with area civic, health, and senior organizationsand churches as well as increasing their advertising efforts. Additionally,rental incentives have helped attract applicants resulting in increasedoccupancy.

 

The Operating General Partner of Corinth Housing Redevelopment Company(Adams Lawrence Apts.) has negotiated a sale of its General Partner interest which was completed in August 2003.  In addition to the transfer of OperatingGeneral Partner interest, an exit strategy has been put in place that willallow for the sale of the Investment Limited Partner interest to the newOperating General Partner at the end of the 15-year tax credit complianceperiod, which expires in December 2004. The proceeds payable to the Investment Partnership are $23,864.

 

The Operating General Partner of the Partnership Greenwich HousingRedevelopment Company (Cynthia Meadows) has negotiated a sale of its GeneralPartner interest which was completed inAugust 2003.  In addition to thetransfer of Operating General Partner interest, an exit strategy has been putin place that will allow for the sale of the Investment Limited Partnerinterest to the new Operating General Partner at the end of the 15-year taxcredit compliance period, which expires in December 2004.  The proceeds payable to theInvestment Partnership are $21,477.

 

The Operating General Partner of the Partnership Wilmington HousingRedevelopment Company (Bonnieview Terrace) has negotiated a sale of its GeneralPartner interest which was completed inAugust 2003.  In addition to thetransfer of Operating General Partner interest, an exit strategy has been putin place that will allow for the sale of the Investment Limited Partner interestto the new Operating General Partner at the end of the 15-year tax creditcompliance period, which expires in December 2004.  The proceeds payable to the Investment Partnership are$14,318.

 

(Series 10).  As of March 31,2004 and 2003, the average Qualified Occupancy for the series was 99.9%. Theseries had a total of 44 properties at March 31, 2004, of which 43 were at 100%qualified occupancy.

 

For the tax years ended December 31, 2003 and 2002 the series, intotal, generated $1,787,970 and $1,644,944, respectively, in passive income taxlosses that were passed through to the investors, and also provided $.04 and$.21, respectively, in tax credits per BAC to the investors.

 

As of March 31, 2004 and 2003, the Investments inOperating Partnerships for Series 10 was $2,287,645 and $3,083,824, respectively.  Investments in Operating Partnerships wasaffected by the way the Partnership accounts for such investments, the equitymethod.  By using the equity method the

 

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Partnership adjusts its investment cost for its shareof each Operating Partnership’s results of operations and for any distributionsreceived or accrued.

 

For the years ended December 31, 2003 and 2002 Series 10 reflects netincome from Operating Partnerships of $857,612 and $873,124, respectively,adjusted for depreciation which is a non cash item.

 

Chuckatuck Square (Chuckatuck Square), a 42-unit complex located inSuffolk, Virginia, operated below breakeven in 2002 despite strongoccupancy.  Due to the operating deficitthe auditor issued a “going concern” opinion in the 2003 audit.  The property continues to operate belowbreakeven with an average of 90% for the first quarter of 2004.  The property has suffered due to pooron-site management in the past.  Theregional manager visits the property once a week to assist the on-sitemanager.  Management is working with themanager to control operating expenses and stabilize occupancy. This propertywill continue to be monitored on a monthly basis until it is able to increaseoccupancy, reduce operating expenses, and generate cash.

 

Lawton Apartments Company Limited Partnership (Village Commons) is a58-unit, family property located in Lawton, MI. This property has historicallyhad low occupancy, which has resulted in negative cash flow and delinquenttaxes for the years 1998, 2000, 2001, 2002 and 2003. Average physical occupancyin the first quarter of 2004 was 69%.

 

As of December 31, 2002, the physical occupancy was 69%. ThroughDecember 31, 2003 physical occupancy has been stable at 72%. Low occupancy isattributed to deferred maintenance issues and lack of employment in Lawton,combined with a high level of affordable housing in the surrounding area. Themanagement company projects that approximately $110,000 is needed to makenecessary deferred maintenance repairs. The Operating General Partner has not funded any capital improvements todate.  Because of the decliningfinancial and physical conditions of this property, the operating reserve,replacement reserve, and tax and insurance escrow have not been properlyfunded.

 

In May of 2002, Rural Development vouchered mortgage funds to pay realestate taxes for 1998, 2000, and 2001. This amount was added to the mortgage asadditional debt creating higher monthly payments.  Because the Operating Partnership is unable to support the higherdebt payments, the mortgage payments are delinquent and the loan is indefault.  In May of 2003, RuralDevelopment sent a letter to the Operating General Partner citing the mortgagedelinquencies and Rural Development submitted the Partnership to the StateAttorneys General office to begin foreclosure proceedings.  The Operating General Partner does notexpect that Rural Development will foreclose on this partnership prior to theend of the compliance period, which is December 31, 2004.

 

Centreville Apartments Company Limited (Wood Hollow Apartments) is a24-unit, family property located in Centreville, MI. This property hadhistorically suffered from low occupancy. Occupancy averaged 92% in 2002 and physical increased to 100% throughthe fourth quarter of 2003.

 

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Despite the improvement in occupancy, the property still suffers fromdeferred maintenance. To make the necessary repairs, the management company hasestimated that approximately $80,000 is needed. The Operating General Partnerhas not funded any capital improvements to date.  Because of the declining financial and physical conditions ofthis property, the operating reserve, replacement reserve, and tax andinsurance escrow have not been properly funded.

 

In May of 2002, Rural Development utilized mortgage funds to pay realestate taxes for 1998-2001. This amount was added to the mortgage as anadditional debt resulting in higher monthly payments. Because the OperatingPartnership was unable to support higher debt payments, the mortgage was indefault.  In May of 2003, RuralDevelopment sent a letter to the Operating General Partner citing the mortgagedelinquencies. Rural Development submitted the Partnership to the StateAttorneys General office to begin foreclosure proceedings.  The Operating General Partner does notexpect that Rural Development will foreclose on the Operating Partnership priorto the end of the compliance period, which is December 31, 2004.

 

Stockton Estates Limited Partnership (Stockton Estates), located inStockton, Missouri, operated below breakeven during 2003.  The propertywas severely damaged in a tornado during May 2003 and is presentlyuninhabitable.  The Operating GeneralPartner is currently rebuilding 12 of the 20 units.  The Operating General Partner is advancing funds to pay the debtservice and taxes.  The OperatingPartnership has business income insurance, which will cover loss of incomewhile the property is not in operation. There were no injuries during thetornado, and all of the tenants who wished to be relocated were moved toanother tax credit property in the area. The property’s mortgage, taxes andinsurance are all current. The Investment General Partner is monitoring theconstruction progress.  Construction isscheduled to be completed in September 2004 and lease-up will be finished bythe end of the year.

 

Dallas Apartments II, LP (Campbell Creek Apartments) is an 80-unitproperty located in Dallas, Georgia. Average occupancy for the first quarter fo 2004 is 77.9%.  In general, occupancy is hindered at thisproperty due to increase in competition and the age of the property.  This property was developed in 1989 and doesnot have the amenities available in the newer apartment communities.  The Operating General Partner and themanagement company continue to actively monitor all marketing activity.  Rental incentives and concessions are beingoffered to help attract potential residents. Because of the negative cash flow,working capital was insufficient to cover trade accounts payable. TheInvestment General Partner and the Operating General Partner worked together toreduce the debt service.  A new mortgageloan was put in place effective December 2003 which effectively reduces thedebt service and allows the property to meet its financial obligations.  The Investment General Partner and theOperating General Partner will continue to develop a plan to increase occupancyand stabilize the property. The mortgage, taxes, and insurance are current.

 

Newnan Apartments II, LP (Pines by the Creek Apartments II) is a96-unit property located in Newnan, Georgia. Average first quarter occupancyfor 2004 is 77% and the property is operating below breakeven. In general, occupancyis hindered at this property due to an increase in competition and the age of

 

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the property.  This property wasdeveloped in 1989 and does not have the amenities available in the newerapartment communities.  The OperatingGeneral Partner and the management company are actively monitoring allmarketing activity.  Rental incentivesand concessions are being offered to help attract potential residents. TheInvestment General Partner and the Operating General Partner worked together toreduce the debt service.  A new mortgageloan was put in place effective December 2003 which effectively reduces thedebt service and allows the property to meet its financial obligations.  The Investment General Partner and theOperating General Partner will continue to develop a plan to increase occupancyand stabilize the property.

 

Washington Heights Apartments IV is a 24-unit complex located inBismarck, North Dakota.  Occupancy hasfluctuated from quarter-to-quarter and as of March 2004 averaged 81%. This islargely the result of increases in new home sales and competition from newermultifamily developments. Management has increased their marketing efforts,offering rent concessions for new residents and lowering rents to retainexisting residents.  The OperatingGeneral Partner continues to fund the development as needed.  Taxes and payables are kept current.

 

(Series 11).  As of March 31,2004 and 2003, the average Qualified Occupancy for the series was 100%. The serieshad a total of 40 properties at March 31, 2004, all of which were at 100%qualified occupancy.

 

For the tax years ended December 31, 2003 and 2002,the series, in total, generated $1,914,062 and $1,679,758, respectively, inpassive income tax losses that were passed through to the investors, and alsoprovided $.06 and $.10, respectively, in tax credits per BAC to the investors.

 

As of March 31, 2004 and 2003, Investments inOperating Partnerships for Series 11 was $3,616,386 and $5,304,019, respectively.  Investments in Operating Partnerships wasaffected by the way the Partnership accounts for such investments, the equitymethod.  By using the equity method thePartnership adjusts its investment cost for its share of each OperatingPartnership’s results of operations and for any distributions received oraccrued.

 

For the years ended December 31, 2003 and 2002 Series 11 reflects netincome from Operating Partnerships of $316,639 and $502,169, respectively,adjusted for depreciation which is a non-cash item.  The decrease in adjusted net income was mainly the result of aprepayment penalty incurred by one of the Operating Partnerships to refinanceits mortgage.

 

In June of 2001, the Investment General Partner became aware thatunauthorized distributions in excess of Rural Development’s (mortgage)allowable limits were made to the Operating General Partner of Aspen SquareLimited Partnership (Aspen Square Apartments), Copper Creek Limited Partnership(Copper Creek Apartments) and Sierra Springs Limited Partnership (SierraSprings Apartments). These unauthorized distributions have been classified asreceivables from the Operating General Partner on the Operating Partnershipsaudited financial statements as of December 31, 2002 and 2001. The InvestmentGeneral Partner is actively seeking the immediate return of these funds throughthe Estate of the Operating General Partner. Claims in

 

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the name of the individual Operating Partnerships have been filed againstthe Estate.  On May 30, 2003, theInvestment General Partner filed a complaint for the damages suffered by themisappropriations of funds against the Operating General Partner, the certifiedpublic accountant who performed audits of the properties, a related corporationof the Operating General Partner who received some of the misappropriatedfunds, and the former, and current management companies.  In addition, the Investment General Partneris continuing to weigh all available options to expedite the return of theunauthorized distributions and continues to monitor the Operating Partnerships.

 

The Investment General Partner has initiated the process of selling theproperties.  The Operating GeneralPartner has become uncooperative in soliciting offers to purchase theproperties.  On April 7, 2003, theOperating General Partner was requested to cure all violations of the Amendedand Restated Agreement of Limited Partnership within 30 days, as required underthe agreements.  The Operating GeneralPartner did not and to date has not cured the violations.  Upon the expiration of the 30-day cureperiod, the requests for approval to remove the Operating General Partner werefiled with the mortgagor as required under the loan documents.  On April 9, 2004, the proposed removal ofthe Operating General Partner was approved by the mortgagor. The new generalpartner is an entity related to the Investment General Partner. Subsequently,the new Operating General Partner gave the current management company, which isaffiliated with the former Operating General Partner 30-day notice of removalas required under the management agreements. The Investment General Partner andthe new Operating General Partner will reinitiate the process of selling theproperties once the management transfers have been completed.

 

Coronado Housing (Coronado Hotel Apartments) located in Tucson, Arizonais a 42-unit single resident occupancy development with project-based Section 8rental assistance for all the units.  In2003, the property had an average occupancy of 79.96% due to unsatisfactoryproperty management in the first half of the year.  On June 1, 2003 the Operating General Partner replaced themanagement company.  As of February 29,2004, the occupancy was at 95%, and the property operated above breakeven.  Improvements made include deferredmaintenance items, increasing occupancy by actively marketing the units, andimplementing energy efficiency measures. The Investment General Partner will continue monitoring the property’simproving performance.  The mortgage,taxes, and insurance are current.  Thereare no substantial account payables. The Operating General Partner guarantee is unlimited in time and amount.

 

Dallas Apartments II, LP (Campbell Creek Apartments) is an 80-unitproperty located in Dallas, Georgia. Average occupancy for the first quarter fo 2004 is 77.9%.  In general, occupancy is hindered at thisproperty due to increase in competition and the age of the property.  This property was developed in 1989 and doesnot have the amenities available in the newer apartment communities.  The Operating General Partner and themanagement company continue to actively monitor all marketing activity.  Rental incentives and concessions are beingoffered to help attract potential residents. Because of the negative cash flow,working capital was insufficient to cover trade accounts payable. TheInvestment General Partner and the Operating General Partner worked together toreduce the debt service.  A new mortgageloan was put in place effective December 2003 which effectively reduces thedebt service and allows the property to meet its financial obligations.  The

 

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Investment General Partner and the Operating General Partner willcontinue to develop a plan to increase occupancy and stabilize the property.The mortgage, taxes, and insurance are current.

 

Franklin School Associates (Franklin School Apartments) finished 2003with a loss of roughly $20,000, which was funded by the Investment GeneralPartner. During the first Quarter of 2004, additional funding by the InvestmentGeneral Partner totaling $30,650 was required due to lower than expectedoccupancy. The poor operations resulted from a management agent transfer atyear end. The replacement manager found the property to be in much worsecondition than those reported by the departing management firm. An additionalclaim for out of pocket payroll expenses and accrued management fees totaling$25,226 remains to be resolved with the former manager. However, at the end ofMarch, only four units were vacant representing a significant improvement overthe 14 vacant at the start of January. The new property manager remains confident that a more hands on approachat the property will result in higher occupancy levels and lower turnover. Themortgage, taxes and insurance are all current.

 

London Arms/Lynn Mar Limited (London Arms Apartments) was able tooperate above breakeven in 2003 due to increased occupancy and decreasedoperating expenses.  Occupancy in 2003averaged 99%; compared to the average occupancy in 2002 of 91%.  Operating expenses in 2003 weresignificantly reduced from the prior year’s level, particularly maintenance andadministrative expenses.  During thefirst quarter of 2004, the property is operating above breakeven and continuesto maintain strong occupancy with an average of 99%.  The Investment General Partner will continue to monitor operatingexpenses until the property has stabilized.

 

El Dorado Springs Estates Limited Partnership (ElDorado Springs Estates), located in El Dorado Springs, Missouri, operated belowbreakeven during 2003 but operated above breakeven for the first quarter of2004.  The property was able to operateabove breakeven due to improved occupancy, which averaged 93.1% for the firstquarter 2004.  Since May 2003 occupancyat the partnership has remained above 90%. The improving occupancy is due totornado damage to a nearby property that relocated tenants to El Dorado SpringsEstates. The property’s mortgage, taxes and insurance are all current.

 

Newnan Apartments II, LP (Pines by the Creek Apartments II) is a96-unit property located in Newnan, Georgia. Average first quarter occupancyfor 2004 is 77% and the property is operating below breakeven. In general,occupancy is hindered at this property due to an increase in competition andthe age of the property.  This propertywas developed in 1989 and does not have the amenities available in the newerapartment communities.  The OperatingGeneral Partner and the management company are actively monitoring allmarketing activity.  Rental incentivesand concessions are being offered to help attract potential residents. TheInvestment General Partner and the Operating General Partner worked together toreduce the debt service.  A new mortgageloan was put in place effective December 2003 which effectively reduces thedebt service and allows the property to meet its financial obligations.  The Investment General Partner and theOperating General Partner will continue to develop a plan to increase occupancyand stabilize the property.  Themortgage, taxes, and insurance are current.

 

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South Fork Heights, Limited (South Fork Heights Apartments) located inSouth Fork, Colorado is a 48-unit, Rural Development-financed, familydevelopment. The property suffers from low occupancy and high turnover due toits location in a small tourist town in the mountains. South Fork has apopulation of approximately 700 and is heavily dependent on the nearby skiresorts and therefore, has a high level of transience. In addition, a forestfire in 2002, followed by the closing of two major employers that provided jobsfor middle to low-income individuals, has severely damaged the local economy.This has resulted in high unemployment, as well as a lack of qualified tenants.Occupancy averaged 70% in 2003. Despite low occupancy, the property generatedcash flow of $6,800 in 2002 due to an agreement with Rural Development tosuspend required replacement reserve deposits during the year. If thisagreement had not been in place, the property would have expended cash of$7,471. The Operating Partnership generated cash of $5,592 in 2003. TheOperating General Partner’s guarantee expired in 1996. Management has increasedadvertising and continues to work with the local social service organizationsfor referrals.

 

Nevada Manor, Limited Partnership (Nevada Manor) located in Nevada,Missouri, operated below breakeven in 2003.  The operating deficits resultfrom the high vacancy rate at this property. The average occupancy for 2003 was85.8%. Occupancy has continued to increase and averaged 94.4% for the firstquarter of 2004.  The property alsooperated above breakeven for the first quarter of 2004.  Turnover is high at this family property,creating greater vacancy loss. Management has refined the tenant selectioncriteria to try to gain residents who will stay for longer periods oftime.  Management indicates that trafficis high at the property due to the amount of interest the property continues togenerate.  The property’s mortgage, taxes and insurance are all current.

 

RPI Limited Partnership #18 (Osage Place) is a 38-unit, RuralDevelopment subsidized senior property located in Arkansas City, KS.  This Partnership had historically sufferedfrom low occupancy and operating cash deficits.

 

The average occupancy for 2003 was 76%. However, through the firstquarter of 2004 occupancy has improved to 91%. During 2002, two affordablehousing residences opened in Arkansas City, which added over 100 new apartmentsto the housing market. The management company is offering move-in specials forprospective tenants and has advertised in the newspapers and on localtelevision. Additionally, the management company is repainting the interiorcommon areas and exterior trim of the building to enhance the physicalcondition and appearance of the property. Unaudited first quarter financialstatements indicate that the property will breakeven in 2004. The mortgage, realestate taxes and insurance are current.

 

Ivan Woods LDHA Limited Partnership (Ivan Woods Senior Apartments) is a90 unit, senior complex located in Delta Township, MI. The OperatingPartnership operated with average occupancy of 89% in 2002. Average occupancythrough the fourth quarter of 2003 has remained at 89%. Ivan Woods refinancedwith GMAC in June 2002. After refinancing, the annual debt service paymentsdecreased by over $36,000.  TheOperating Partnership submitted a second application to Delta Township toparticipate in a PILOT tax program after the first request was denied in2002.  The Operating Partnershipretained a law firm that specializes in tax matters to assist with the secondsubmission. If approved, real estate taxes will decrease by $44,000annually.  The property has successfullyreduced its operating expenses, which has improved cash flow.

 

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The Investment General Partner inspected this property in September of2003 and found it to be in excellent physical condition. The Operating GeneralPartners continue to advance funds to cover deficits.

 

(Series 12).  As of March 31,2004 and 2003, the average Qualified Occupancy for the series was 99.9% and100%, respectively.  The series had a totalof 53 properties at March 31, 2004, of which 52 were at 100% qualifiedoccupancy.

 

For the tax years ended December 31, 2003 and 2002, the series, intotal, generated $2,438,779 and $2,519,836, respectively, in passive income taxlosses that were passed through to the investors, and also provided $.28 and$.36, respectively, in tax credits per BAC to the investors.

 

As of March 31, 2004 and 2003, the Investments in OperatingPartnerships for Series 12 was $4,827,072 and $5,532,117, respectively. Investmentsin Operating Partnerships was affected by the way the Partnership accounts forsuch investments, the equity method.  Byusing the equity method the Partnership adjusts its investment cost for itsshare of each Operating Partnership’s results of operations and for anydistributions received or accrued.

 

For the years ended December 31, 2003 and 2002 Series 12 reflects netincome from Operating Partnerships of $1,126,011 and $430,199, respectively,adjusted for depreciation which is a non cash item. The prior year adjusted netincome was negatively impacted by a one-time prepayment penalty incurred by oneof the Operating Partnerships to refinance its mortgage.

 

In June of 2001, the Investment General Partner became aware thatunauthorized distributions in excess of Rural Development’s (mortgage)allowable limits were made to the Operating General Partner of Cananche CreekLimited Partnership (Cananche Creek Apartments) and Shawnee Ridge LimitedPartnership (Shawnee Ridge Apartments). These unauthorized distributions havebeen classified as receivables from the Operating General Partner on theOperating Partnerships audited financial statements as of December 31, 2003 and2002. The Investment General Partner is actively seeking the immediate returnof these funds through the Estate of the Operating General Partner. Claims inthe name of the individual Partnerships have been filed against theEstate.  On May 30, 2003, the InvestmentLimited Partner filed a complaint for the damages suffered by the misappropriationsof funds against the Operating General Partner, the certified public accountantwho performed audits of the properties, a related corporation of the OperatingGeneral Partner who received some of the misappropriated funds, and the former,and current management companies.  Inaddition, the Investment General Partner is continuing to weigh all availableoptions to expedite the return of the unauthorized distributions and continuesto monitor the Partnerships.

 

The Investment General Partner has initiated the process of selling theproperties.  The Operating GeneralPartner has become uncooperative in soliciting offers to purchase theproperties.  On April 7, 2003, the OperatingGeneral Partner was requested to cure all violations of the Amended and RestatedAgreement of Limited Partnership within 30 days, as required under theagreements.  The Operating GeneralPartner did not and to date has not cured the violations.  Upon the expiration of the 30-day cureperiod, the requests for approval to remove the Operating General Partner werefiled with the mortgagor as required under the loan documents.  On April 9, 2004, the

 

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proposed removal of the Operating General Partner was approved by themortgagor. The new general partner is an entity related to the InvestmentGeneral Partner. Subsequently, the new Operating General Partner gave thecurrent management company, which is affiliated with the former OperatingGeneral Partner 30-day notice of removal as required under the managementagreements. The Investment General Partner and the new Operating GeneralPartner will reinitiate the process of selling the properties once themanagement transfers have been completed.

 

Union Baptist Plaza, Limited Partnership (Union Baptist PlazaApartments), located in Springfield, Illinois, suffers from below breakevenoperations due to high operating expenses and a high interest rate on the firstmortgage debt.  The property has a historyof high occupancy.  However, high operatingexpenses, particularly taxes and utilities, prevent the property from achievingbreakeven.  Due to the lack of cashflow, the 2002 property taxes became delinquent and accrued in the amount ofapproximately $22,810 plus interest. The lender and Investment General Partner are in the process offinalizing the refinance of the first mortgage which should be completed by theend of 2004.  This should stabilize theeconomic condition of the property.  Therefinance has been repeatedly delayed by Union Baptist Church, the currentguarantor for the first mortgage and General Partner.  The Operating General Partner has also refused to fundoutstanding payables associated with the property.  After numerous attempts to persuade the Operating General Partnerto adhere to their responsibilities to the partnership, the Investment GeneralPartner has elected to submit the Operating General Partner with a notice toperform or they will be removed.  Shouldthe Operating General Partner not fund the operating deficit associated withthe property in the next thirty days, they will be removed from thepartnership.  The Investment GeneralPartner will then continue to pursue a search for an acceptable replacement asOperating General Partner. The goal is to find a strategic partner, preferablya nonprofit organization that is capable of operating the property moreefficiently on an ongoing basis.  As ofthe end of the first quarter of 2004, the property’s average occupancy hadsignificantly improved to 100% versus 96% for the same period in 2003.  As a result of increased stabilizedoccupancy the property has also managed to reduce outstanding payables.  Currently the previously mentioned propertytaxes and audit expenses for 2002 and 2003 are the only outstanding payables ofnote.  It is anticipated that allpayables will be brought current upon completion of the refinance of the firstmortgage.

 

Dallas Apartments II, LP (Campbell Creek Apartments) is an 80-unitproperty located in Dallas, Georgia. Average occupancy for the first quarter fo 2004 is 77.9%.  In general, occupancy is hindered at thisproperty due to increase in competition and the age of the property.  This property was developed in 1989 and doesnot have the amenities available in the newer apartment communities.  The Operating General Partner and themanagement company continue to actively monitor all marketing activity.  Rental incentives and concessions are beingoffered to help attract potential residents. Because of the negative cash flow,working capital was insufficient to cover trade accounts payable. TheInvestment General Partner and the Operating General Partner worked together toreduce the debt service.  A new mortgageloan was put in place effective December 2003 which effectively reduces thedebt service and allows the property to meet its financial obligations.  The Investment General Partner and theOperating General Partner will continue to develop a plan to increase occupancyand stabilize the property.  Themortgage, taxes, and insurance are current.

 

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Newnan Apartments II, LP (Pines by the Creek Apartments II) is a96-unit property located in Newnan, Georgia. Average first quarter occupancyfor 2004 is 77% and the property is operating below breakeven. In general,occupancy is hindered at this property due to an increase in competition andthe age of the property.  This propertywas developed in 1989 and does not have the amenities available in the newerapartment communities.  The Operating GeneralPartner and the management company are actively monitoring all marketingactivity.  Rental incentives andconcessions are being offered to help attract potential residents. TheInvestment General Partner and the Operating General Partner worked together toreduce the debt service.  A new mortgageloan was put in place effective December 2003 which effectively reduces thedebt service and allows the property to meet its financial obligations.  The Investment General Partner and theOperating General Partner will continue to develop a plan to increase occupancyand stabilize the property. The mortgage, taxes, and insurance are current.

 

Ivan Woods LDHA Limited Partnership (Ivan Woods Senior Apartments) is a90 unit, senior complex located in Delta Township, MI. The OperatingPartnership operated with average occupancy of 89% in 2002. Average occupancythrough the first quarter of 2004 has remained at 89%. Ivan Woods refinancedwith GMAC in June 2002. After refinancing, the annual debt service payments decreasedby over $36,000.  The OperatingPartnership submitted a second application to Delta Township to participate ina PILOT tax program after the first request was denied in 2002.  The Partnership retained a law firm thatspecializes in tax matters to assist with the second submission. If approved,real estate taxes will decrease by $44,000 annually.  The property has successfully reduced its operating expenses,which has improved cash flow. The Investment General Partner inspected thisproperty in September of 2003 and found it to be in excellent physicalcondition. The Operating General Partners continue to advance funds to coverdeficits.

 

Lakeridge Apartments of Eufala, Ltd. (Lakeridge Apts.) is located inEufala, AL and consists of 30 tax credit housing units. Eufala, AL isconsidered to be rural with a stagnant economy. Due to lack of state funding,The Housing Authority of Eufala has declared that it will not be issuingadditional Section 8 vouchers despite the large demand. Lakeridge Apartments hassuffered greatly from these conditions and reported an average occupancy of 64%through the fourth quarter 2003. The property carries a long waiting list ofapplicants that have applied for Section 8 vouchers. Without vouchers, theapplicants cannot afford the below market rent. The management company has beenable to sustain operating expenses within an acceptable level while maintainingan attractive curb appeal.

 

Windsor II Limited Partnership (Windsor Court II), a 24-unitdevelopment located in Windsor, Virginia, operated below breakeven in 2003 andthe first quarter of 2004 due to low occupancy levels and high operatingexpenses. The average occupancy for the first quarter 2004 was 76%.  Management has been replacing a number ofthe exterior doors to the units, which has helped the property’s curbappeal.  A new employer, Cost Plus, hasmoved into the area and management is expecting to have an increased amount ofapplicants.  The Investment GeneralPartner will monitor this deal on a monthly basis until it is able to increaseoccupancy, reduce expenses, and generate cash.

 

Corcoran Investment Group (Corcoran Garden Apartments) is a 38-unit,family property located in Corcoran, CA. Occupancy for 2003 has averaged 95%. Occupancy as of March 2004 was 97%. For 2003 the property operated above

 

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breakeven.  The property wasawarded a rent increase effective January 1, 2003.  However, the property’s ability to generate cash has beenaffected by the fact that the property has not been receiving Rental assistancepayments from RD since December 2002 due to a data entry error.  This is causing the property to have rapidlyincreasing payables.  To fund theoperating deficits, management has temporarily waived its management fee,funded the property’s payroll, and the Operating General Partner will startloaning money to the Operating Partnership. Management has been working to resolve the issue (by contacting staterepresentatives, arranging in person meetings with RD, etc) and expects to havethis issue resolved.  As of March 2004management expects to receive $163,000 in past due rental assistance.  To ensure the property continues tobreakeven the Investment General Partner will continue monitoring this propertyuntil the rental assistance payments are received on a regular basis and theproperty has reduced payables.

 

Woodside Apartments (Woodside Apartments) is a 32 unit property locatedin Grove City, Pennsylvania. There were a number of problems at the property in2002 including unruly tenants, which resulted in a number of move outs.Management took action towards the end of the year and began evicting a numberof tenants. Maintenance expense increased as a result of these ongoingevictions. The previous site manager has been terminated and has since beenreplaced by a new site manager that has made a strong effort to lease thevacant units. Occupancy continued to struggle in 2003 however, due to continuedeviction, averaging 80% for the year. This decreased occupancy resulted in theproperty operating below breakeven in 2003. The property is currently in atransitional phase led by the regional manager. Occupancy through the firstquarter of 2004 averaged 93%, with only one vacant unit at the end of March.The regional manager and the new site manager will continue to make efforts tomaintain increased the occupancy, while maintaining appropriate standards foraccepting new tenants.

 

**(Series 14).  As ofMarch 31, 2004 and 2003, the average Qualified Occupancy for the series was99.9%, respectively.  The series had atotal of 98 properties at March 31, 2004, of which 96 were at 100% qualifiedoccupancy.**

** **

**For the tax years ended December 31, 2003 and 2002, theseries, in total, generated $3,761,878 and $4,832,711, respectively, in passiveincome tax losses that were passed through to the investors, and also provided$.17 and $.48, respectively, in tax credits per BAC to the investors.**

** **

**As of March 31, 2004 and 2003, the Investments in OperatingPartnerships for Series 14 was $5,940,014 and $7,883,469, respectively.  Investments in Operating Partnerships wereaffected by the way the Partnership accounts for such investments, the equitymethod.  By using the equity method thePartnership adjusts its investment cost for its share of each OperatingPartnership’s results of operations and for any distributions received oraccrued.**

 

**For the years ended December 31, 2003 and 2002 Series 14reflects a net income from Operating Partnerships of $1,738,515 and $3,747,390,respectively, adjusted for depreciation which is a non-cash item.**The prior year adjusted net income was highermainly as a result the result of income from the sale of one of the OperatingPartnerships, California Investors V.

 

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California Investors V (Somerset Apartments) is a 156-unit propertylocated in Antioch, CA in which Series 9 and Series 14 invested $3,920,000 and$1,050,000, respectively.  The propertywas sold in the fourth quarter of 2002 for proceeds to Series 9 and Series 14of $2,170,401 and $581,359, respectively. This amounted to approximately 50.58% of the original equity investmentmade by each Series in the Operating Partnership. The Operating General Partnerwas holding a portion of the total sale proceeds until the OperatingPartnership entity was dissolved.  Thehold back was paid to the Investment Partnerships in July 2003. Of the proceedsreceived, $1,952,113 and $522,877, respectively, was returned to the investorsin Series 9 and Series 14 in September 2003. The total returned to the investors was distributed based on the numberof BACs held by each investor.  Thisamounted to a per BAC distribution of .467 and .093 for Series 9 and 14,respectively.  The remaining total of$110,000 was paid to Boston Capital Asset Management Limited Partnership(BCAMLP) for fees and expenses related to the sale. The breakdown of the amountpaid to BCAMLP is as follows:  $10,000represents reimbursement of expenses incurred related to sale, which includesbut is not limited to due diligence, legal and mailing costs; $100,000represents a fee for overseeing and managing the disposition of theproperty.  Prior to the sale of theOperating Partnership it reimbursed the Investment Partnerships approximately$368,000 in reporting fees that it owed. The Investment Partnerships in turn used the money to pay a portion ofthe accrued Asset Management Fees owed to BCAMLP.  Consequently, the Investment Partnerships are not withholding aportion of the sale proceeds to make a payment toward the outstanding AssetManagement Fee accruals.  As all of thesale proceeds have been distributed future special disclosure on thispartnership will no longer be provided.

 

Series 14 has invested in 4 Operating Partnerships (the “CalhounPartnerships”) in which the Operating General Partner is RiemerCalhoun, Jr. or an entity, which is affiliated with or controlled byRiemer Calhoun (the “Riemer Calhoun Group”). The Operating Partnerships are Blanchard Senior Apartments, ColoradoCity Seniors, Cottonwood Apts. II A LP and Hughes Springs Seniors Apts.ALP.  The affordable housing propertiesowned by the Calhoun Partnerships are located in Louisiana or Texas and consistof approximately 104 apartment units in total. The low income housing tax credit available annually to Series 14 fromthe Calhoun Partnerships is approximately $117,109, which is approximately 4%of the total annual tax credit available to investors in Series 14.

 

In the summer of 2002, the US Attorney for the WesternDistrict of Louisiana notified the Investment General Partner that the RiemerCalhoun group was under investigation by several federal agencies for thealleged manipulation of property cost certifications.  In early 2003, the Investment General Partner learned that the USAttorney intended to bring criminal charges against certain members of theRiemer Calhoun group for falsifying the certified cost basis upon which theLouisiana Housing Finance Agency determined the tax credit calculation withrespect to approximately 40 Operating Partnerships in which Series 14 is not aninvestor.  The Investment GeneralPartner used these certifications in determining the tax credits investorswould receive through their investment in the Calhoun Partnerships.  In effect, it appears that the contractorthat built the apartment properties (an affiliate of Mr. Calhoun’s) overbilledthe respective Operating Partnerships, thereby improperly inflating the costcertification and the amount of tax credit generated.

 

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In late March, 2003, Reimer Calhoun, Jr. pleadedguilty to charges of wire fraud and conspiracy to commit equity skimming.  At that time, the Investment General Partnerobtained $1,282,202, currently held in escrow, from Reimer Calhoun for thepurpose of offsetting any potential losses to tax credits caused by Mr.Calhoun’s fraud.

 

On September 25, 2003, judgment in a criminalcase was entered against Reimer Calhoun, Jr. and TF Management, Inc.  On Count 1, alleging wire fraud, ReimerCalhoun, Jr. was sentenced to 60 months in the custody of the United StatesBureau of Prisons.  On Count 2, Mr.Calhoun received a concurrent 60 month sentence.  Mr. Calhoun’s prison sentence began on October 13, 2003.  Mr. Calhoun was further fined $500,000 andordered to pay restitution of $4,363,683 to various parties.  The amount of restitution ordered paid tothe Investment General Partner was $1,559,723. This amount includes the monies previously paid by Mr. Calhoun. Theadditional $277,521 was received in December 2003.

 

The Investment General Partner has cooperatedfully with the US Attorney in the investigation, and there has been nosuggestion of any wrongdoing on the part of it or any of its affiliates.

 

In 2003, the Internal Revenue Service commencedan audit of the Calhoun partnerships in order to finally determine the amountof overstated tax credits.  TheInvestment General Partner has reached a resolution with the IRS whereby theadjustments to tax credits will be made only for the tax years 2004 andthereafter in order to avoid amending tax returns already filed for the years2001, 2002 and 2003. It is anticipated that final Closing Agreements will beentered into with the IRS for each of the partnerships in the next two to threemonths. At this point, the Investment Partnerships have incurred substantiallegal and accounting costs based upon Mr. Calhoun’s fraud. It is anticipatedthat some of these costs will continue at least through completion of theClosing Agreements. It is further anticipated that the $1,559,723 will besufficient to fully protect the investors and provide restitution to theInvestment Partnerships affected.

 

With respect to each of the Calhoun Partnershipswhere Riemer Calhoun has been the Operating General Partner or in control of anentity which has been the Operating General Partner, the Investment GeneralPartner and its affiliates are in the process of replacing them with anotherentity which is controlled by Murray Calhoun, the son of Riemer Calhoun. MurrayCalhoun is the principal of Calhoun Property Management, L.L.C., which hasprovided property level management services for the apartment properties ownedby the Calhoun Partnerships.  MurrayCalhoun also cooperated fully with the criminal investigation of his father,and the Investment General Partner and its affiliates have confirmed directlywith the US Attorney that no evidence was found of any wrongdoing on the partof Murray Calhoun.

 

The Investment General Partner and its affiliateshave undertaken discussions with the Rural Housing Service of the U.S.Department of Agriculture, in its capacity as first mortgage lender for each ofthe Calhoun Partnerships, to make sure that all of the mortgage loans are andwill continue to be in good standing notwithstanding the overstated credit andthe criminal prosecution resulting therefrom. RHS has also indicated that it will consent to the replacement ofgeneral partners noted above.

 

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Finally, the Investment General Partner and itsaffiliates are reviewing their business dealings with the Calhoun Partnershipsin general to attempt to determine if any other irregularities have occurred.

 

One Northridge, LTD., in Arlington Texas is locatedbetween Dallas and Fort Worth. The community consists of 126 units. Theproperty continues to experience problems with high payables, low occupancy,and deferred maintenance. Currently the balance sheet reflects outstandingpayables at $125,729. Morale is weak with the inexperienced staff battlingunpaid vendors and lack of leadership. The Operating General Partner hasdisposed of all his other multi family assets. The Operating General Partner isattempting to supervise the daily operation. The GP is currently seeking abuyer for the asset. A complete file audit will be complete within thirty daysin anticipation of a sale.

 

The general condition of the asset, lack of marketingefforts, and the turnover of the staff continue to be contributing factors tothe low occupancy. Lease percentages continue to lag in the market sector at64% with the market area in the mid 90’s. Expenses have continued to rise with turn cost whereas the income hasdecreased due to market conditions and concessions.

 

Summer Lane Limited Partnership (Summer Lane Apartments) is a 24 unit,family complex located in Santee, SC. The property has historically sufferedfrom low occupancy and consequently negative cash flow. In 2002, the OperatingGeneral Partner was able to secure an additional 5 units of rental assistancefor this property from Rural Development. This increased occupancy in 2002,however, in 2003 occupancy has declined each quarter, ending at 74% for thefourth quarter. The recent decline is due to evictions for non-payment. Managementis advertising in the local newspapers and diligently reviewing all newapplicants. They are confident that occupancy will increase during the firsthalf of 2004.

 

Operating expenses are below average levels and the physical conditionof the property is excellent and exhibits no indication of deferredmaintenance.  The real estate taxes,though current, are being paid by Rural Development as a result of inadequatecash flow from the property. The property is repaying the loan to RuralDevelopment with the monthly mortgage payment. In first quarter 2003, the Operating General Partner applied throughRural Development for a restructure of their mortgage to reduce their monthlymortgage payments and authorize funds for a rehabilitation loan. The workout planproposed to Rural Development replenishes the replacement reserve account andis estimated to reduce the mortgage by $2,000 per month. The Operating GeneralPartner is working closely with the state Rural Development agency to getapproval and an anticipated decision. The Investment General Partner willclosely monitor this deal until it is able to increase occupancy and generatecash.

 

Woodfield Commons Limited Partnership (Woodfield Commons Apartments) isa 46 unit development located inn Marshfield, WI. The property received 60-Dayletters issued by the IRS stating that the Operating Partnership had not metcertain Internal Revenue Code Section 42 requirements for the tax years1993-1998.  The 60-Day letters were theresult of an IRS audit of the Operating Partnership’s tenant files.  As a result of their audit, the IRS hadproposed an adjustment that would disallow 100% of past and future taxcredits.  The

 

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adjustment would also include interest and penalties on the tax creditstaken to date. The Investment General Partner and its counsel along with theOperating General Partner and its counsel filed an appeal and on February 19,2004, the IRS issued a No Adjustments Letter. A favorable settlement wasreached and the audit completed without any changes to the OperatingPartnership tax returns for the years ending 1993-1998.

 

The property operated with an average occupancy of 90% for the year2002. The occupancy has increased to an average of 96% through the firstquarter of 2004. The operating expenses continue to stay below the stateaverage. Although the occupancy increased, the low rental rates in the areaprevented the property from achieving breakeven operations through the firstquarter of 2004.

 

The management agent continues to market the available units by workingclosely with the housing authority and uses various marketing efforts toattract qualified residents. The Operating General Partner continues tofinancially support the partnership. The mortgage, taxes, insurance andpayables are current.

 

Montague Place, LP (Montague Place Apartments) is a 28-unit, familycomplex located in Caro, MI. The Operating Partnership suffered from lowoccupancy during 2002 which averaged 74%. Average occupancy through the firstquarter of 2004 has increased to 80%. The property was originally designated asenior complex and it had a history of low occupancy because there was ashortage of eligible residents in the area. The Operating General Partnerrequested that the property be converted from a senior property to a familyproperty in order to increase the number of qualified tenants. RuralDevelopment approved the property conversion effective September 1, 2002.  The Regional Manager refocused the marketingefforts towards the new resident profile and offered rental concessions, butthe transition has not helped occupancy due to the poor market conditions inthe region. However, the management is optimistic that with the implementationof different marketing strategies such as community outreach, residentialreferral programs, and increased advertisement, the occupancy should improve inthe second quarter of 2004.

 

Kilmarnock Limited Partnership (Indian Creek Apts.) is a 20-unitdevelopment located in Kilmarnock, Virginia. The property generated a small amount of cash in 2003, due to a workoutplan with RD.  Average occupancy was90.42% in 2003 and 85% through the first quarter of 2004.  The property is located in a very ruralarea.  According to management, theproperty suffers from lack of qualified applicants.  There was an on-site management change in mid-2003 Managementenacted a rental increase in March 2003, which helped the property generatemore rental income than was originally budgeted for 2003. The InvestmentGeneral Partner will monitor this deal on a monthly basis until it is able tostabilize occupancy and generate strong cash flow.

 

The Operating General Partner of Schroon Lake Housing RedevelopmentCompany (Lakeside Manor Apts.) has negotiated a sale of its General Partner interest which was completed in August 2003.  In addition to the transfer of OperatingGeneral Partner interest, an exit strategy has been put in place that willallow for the sale of the Investment Limited Partner interest to the new

 

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Operating General Partner at the end of the15-year tax credit compliance period, which expires in December 2006.  The proceeds to the Investment Partnershipare $14,318.

 

Townview Apartments, a Limited Partnership (Townview Apartments) is a26 unit property located in St. Mary’s, Pennsylvania. The key issues affectingthe property’s operations are rent levels and decreased occupancy. In 2003,there was a rent increase of $13 per unit. However, occupancy in 2003 averaged86%, a substantial decrease from the previous year. Due to the decrease inoccupancy and an increase in operating expenses, the property operated belowbreakeven in 2003. The site manager retired from this property mid year. Priorto the manager’s retirement, lease-up activity became lax and the property’soccupancy struggled as a result. The site’s occupancy also continues tostruggle against the competition in the area. There are a number of HUDproperties in the area that offer lower rent. A new site manager has sincetaken over at the property and is working diligently on returning occupancy toa level that will allow the property to breakeven. So far, through the firstquarter, the property is operating with an average occupancy of 81%. Theproperty received a rent increase of $12 per unit in 2004. The InvestmentGeneral Partner will continue to monitor operations at this property.

 

In February 2004, Boston Capital Tax Credit Fund I – Series 5 and Boston Capital Tax Credit Fund II – Series 14 negotiated a sale of their Investment Limited Partner interests in Glenhaven Park Partners (Glenhaven Park) to the Operating General Partner for total proceeds of $28,760.  Of the total received $6,000 actually was for payment of outstanding reporting fees and $22,760 was proceeds from the sale of the interests.  The total sale proceeds received were used to repay subordinated loans that had been made by Boston Capital Tax Credit Fund II-Series 14.  Total outstanding subordinated loans and advances made by Series 14 exceeded the repayment by $156,940.  The unpaid loans and advances were written off and included in the gain on the sale of the Operating Partnership for Boston Capital Tax Credit Fund II - Series 14.

 

In February 2004, Boston Capital Tax Credit Fund I - Series 4 andBoston Capital Tax Credit Fund II-Series 14 negotiated a transfer of theirInvestment Limited Partner interest in Haven Park Partners II, A California LP(Glenhaven Park II) to the Operating General Partner for total proceeds of$715,000.  Of the total received $4,500actually was for payment of an outstanding reporting fee and $710,500 wasproceeds from the transfer of the interest. Of the total proceeds received $504,941 was utilized to repaysubordinated loans that had been made by Boston Capital Tax Credit FundII-Series 14 and Haven Park Housing Corp. Remaining sale proceeds paid to Boston Capital Tax Credit Fund I-Series4 (BCTC I) and Boston Capital Tax Credit Fund II-Series 14 (BCTC II) were$26,374 and $179,185, respectively.  Theallocation of the amounts between the two Investment Limited Partnerships wasbased on their percentage ownership in the Operating Partnership.  Of the proceeds received, it is estimatedthat approximately $5,793 and $39,360, for Series 4 and Series 14,respectively, will be distributed to the investors.  Provided that these are the actual amounts distributed, theinvestor per BAC distributions will be $.002 and $.007, respectively, forSeries 4 and 14.  The total returned tothe investors will be distributed based on the number of BACs held by eachinvestor.  The remaining proceeds totalof $146,906 is

 

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anticipated to be paid to BCAMLP for fees and expenses related to thesale and partial reimbursement of amounts payable to affiliates.  The breakdown of the amount to be paid toBCAMLP is as follows:  $21,450represents a fee for overseeing and managing the disposition of the property;$9,000 represents a reimbursement of expenses incurred which were associatedwith the disposition and $129,956 represents a partial payment of outstandingAsset Management Fees due to BCAMLP. Since the Investment in Operating Partnerships balances of Haven ParkPartners II for Series 4 and Series 14 were not equal to the sale proceedsreceived by each series, Series 4 and Series 14 recorded gains on the sale ofthe Operating Partnership of $20,889 and $179,188, respectively.

 

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Contractual Obligations

 

As of March 31, 2004, the Partnership has the following contractualobligations (payments due by period):

 
| **Obligation**                               |   | **Total** |       | **<1 year** |   | **1-3 years** |   | **3-5 years** |   | **> 5  years** |   |
|----------------------------------------------|--------|-----------|------------|----------------|--------|---------------|--------|---------------|--------|-------------------|--------|
|                                         |   |      |       |           |   |          |   |          |   |              |   |
| Asset Management  Fees Payable to Affiliates |   | $         | 27,959,831 |           | $      | 27,959,831    | *      | —        |   | —            |   | — |   |
|                                              |        |           |            |                |        |               |        |               |        |                   |        |  |  |

 

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*Although currently due, Accrued Asset Management Fees will be paidonly to the extent that proceeds from the sale or refinance of an OperatingPartnership become available.

 

Off Balance Sheet Arrangements

 

None.

 

Principal Accounting Policies and Estimates

 

The financial statements are prepared in accordance with accountingprinciples generally accepted in the United States of America, which requiresthe Partnership to make certain estimates and assumptions.  A summary of significant accounting policiesis provided in Note 1 to the financial statements.  The following section is a summary of certain aspects of thoseaccounting policies that may require subjective or complex judgments and aremost important to the portrayal of Partnership’s financial condition andresults of operations.  The Partnershipbelieves that there is a low probability that the use of different estimates orassumptions in making these judgments would result in materially differentamounts being reported in the financial statements.

 

The Partnership is required to assess potentialimpairments to its long-lived assets, which is primarily investments in limitedpartnerships.  The Partnership accountsfor its investment in limited partnerships in accordance with the equity methodof accounting since the Partnership does not control the operations of theOperating Limited Partnership.

 

If the book value of the Partnership’s investment inan Operating Partnership exceeds the estimated value derived by management,which generally consists of the remaining future Low-Income Housing Creditsallocable to the Partnership and the estimated residual value to thePartnership, the Partnership reduces its investment in any such OperatingLimited Partnership and includes such reduction in equity in loss of investmentof limited partnerships.

 

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# RecentAccounting Pronouncements

 

In January 2003, the Financial Accounting Standards Board (“FASB”)issued Interpretation No. 46 (FIN 46), “Consolidation of Variable InterestEntities,” an interpretation of ARB No. 51, “Consolidated FinancialStatements,” which provides new accounting guidance on when a businessenterprise must consolidate a variable interest entity, as defined in FIN 46.  In December 2003, the FASB reissued theinterpretation to clarify certain requirements and provide additionalimplementation guidance.  The generalpartners, after careful review and analysis of FIN 46, have preliminarily determinedthat FIN 46 will have no effect on the partnership’s current accounting for itsinvestments in operating limited partnerships.

 

In May 2003, the FASB issued SFAS No. 150, “Accounting for CertainFinancial Instruments with Characteristics of both Liabilities andEquity.”  SFAS No. 150 changes theaccounting for certain financial instruments that, under previous guidance,could be classified as equity or “mezzanine” equity, by now requiring thoseinstruments to be classified as liabilities (or assets in some circumstances)in the balance sheets.  Further, SFASNo. 150 requires disclosure regarding the terms of those instruments andsettlement alternatives.  The guidancein SFAS No. 150 generally was effective for all financial instruments enteredinto or modified after May 31, 2003, and was otherwise effective at thebeginning of the first interim period beginning after June 15, 2003.  The general partners have evaluated SFAS No.150 and determined that it does not have an effect on the partnership’s financialreporting and disclosures.

 

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| Item 7a. |   | Quantitative and Qualitative Disclosure About Market Risk- Not  Applicable                                                                                           |
|----------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |   |                                                                                                                                                                 |
| Item 8.  |   | Financial Statements and Supplementary Data                                                                                                                          |
|     |   | The financial statements of the Partnership are  listed in Item 15 as being filed as a part of this Report as Exhibits 13 and  are incorporated herein by reference. |
|     |   |                                                                                                                                                                 |
| Item 9.  |   | Changes in and Disagreements with Accountants on  Accounting and Financial Disclosure                                                                                |
|     |   |                                                                                                                                                                 |
|     |   | None.                                                                                                                                                                |

 
| Item 9a. |   |   | Controls & Procedures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|----------|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|     |   | (a)    | Evaluation of Disclosure Controls and Procedures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|     |   |   | As of the end of the period covered by this report,  the Partnership’s General Partner, under the supervision and with the  participation of the Principal Executive Officer and Principal Financial  Officer of C&M Management, Inc. carried out an evaluation of the  effectiveness of the Fund’s “disclosure controls and procedures” as defined  in the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15. Based on that  evaluation, the Principal Executive Officer and Principal Financial Officer  have concluded that as of the end of the period covered by this report, the  Fund’s disclosure controls and procedures were adequate and effective in  timely alerting them to material information relating to the Fund required to  be included in the Partnership’s periodic SEC filings. |
|     |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|     |   | (b)    | Changes in Internal Controls                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|     |   |   | There were no changes in the Partnership’s internal  control over financial reporting that occurred during the quarter ended March  31, 2004 that materially affected, or are reasonably likely to materially  affect, the Partnership’s internal control over financial reporting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

 

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## PART III

 
| Item 10. |   | Directors and Executive Officers of the Registrant |
|----------|--------|----------------------------------------------------|
|     |   |                                               |
|     |   | (a), (b), (c), (d) and  (e)                        |

 

The Partnership has no directors or executives officers of itsown.  The following biographicalinformation is presented for the partners of the General Partners andaffiliates of those partners (including Boston Capital Partners, Inc. (“BostonCapital”)) with principal responsibility for the Partnership’s affairs.

 

**John P. Manning,**age55, is co-founder, and since 1974 has been the President and Chief ExecutiveOfficer of Boston Capital Corporation, where he is primarily responsible forstrategic planning, business development and implementation of corporate growthstrategies. In addition to his responsibilities at Boston Capital Corporation,Mr. Manning is a proactive leader in the industry. He served in 1990 as amember of the Mitchell-Danforth Task Force, which reviewed and suggestedreforms to the Low Income Housing Tax Credit program. He was the foundingPresident of the Affordable Housing Tax Credit Coalition and is a former memberof the board of the National Leased Housing Association. During the 1980s, heserved as a member of the Massachusetts Housing Policy Committee as anappointee of the Governor of Massachusetts. In addition, Mr. Manning hastestified before the U.S. House Ways and Means Committee and the U.S. Senate FinanceCommittee on the critical role of the private sector in the success of the LowIncome Housing Tax Credit Program and in the creation of affordable housing. In1996, President Clinton appointed him to the President’s Advisory Committee onthe Arts at the John F. Kennedy Center for the Performing Arts. In 1998,President Clinton appointed Mr. Manning to the President’s Export Council,which is the premiere committee comprised of major corporate CEOs that advisethe President on matters of foreign trade and commerce. In 2003, he wasappointed by Boston Mayor Tom Menino to the Mayors Advisory Panel on Housing.Mr. Manning sits on the Board of Directors of the John F. Kennedy PresidentialLibrary in Boston where he serves as Chairman of the Distinguished VisitorsProgram. He also serves as a member of the Advisory Board of the Woodrow WilsonInstitute for International Scholars in Washington D.C and on the Board ofDirectors of the Beth Israel Deaconess Medical Center in Boston. Mr. Manning isa graduate of Boston College.

 

Mr. Manning is themanaging member of Boston Associates. Mr. Manning is also the principal ofBoston Capital Corporation. While Boston Capital is not a direct subsidiary ofBoston Capital Corporation, each of the entities is under the common control ofMr. Manning.

 

**Richard J. DeAgazio,**age59, has been the Executive Vice President of Boston Capital Corporation, andPresident of Boston Capital Securities, Inc., Boston Capital’s NASD registeredbroker/dealer since 1981. Mr. DeAgazio formerly served on the national Board ofGovernors of the National Association of Securities Dealers (NASD). He recentlyserved as a member of the National Adjudicatory Council of the NASD. He was theVice Chairman of the NASD’s District 11 Committee, and served as Chairman ofthe NASD’s Statutory Disqualification Subcommittee of the National BusinessConduct Committee. He also served on the NASD State Liaison Committee, theDirect

 

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ParticipationProgram Committee and as Chairman of the Nominating Committee. He is a pastPresident of the Real Estate Securities and Syndication Institute and a founderand past President of the National Real Estate Investment Association, pastPresident of the Real Estate Securities and Syndication Institute(Massachusetts Chapter). Prior to joining Boston Capital in 1981, Mr. DeAgaziowas the Senior Vice President and Director of the Brokerage Division ofDresdner Securities (USA), Inc., an international investment banking firm ownedby four major European banks, and was a Vice President of Burgess &Leith/Advest. He has been a member of the Boston Stock Exchange since 1967. Heis on the Board of Directors of FurnitureFind.com and Cognistar Corporation. Heis a leader in the community and serves on the Board of Trustees for BunkerHill Community College, the Business Leaders Council of the Boston Symphony,Board of Trustees of Junior Achievement of Northern New England, the Board ofAdvisors for the Ron Burton Training Village and is on the Board of Corporatorsof Northeastern University. He graduated from Northeastern University.

 

**JeffreyH. Goldstein,**age 42, is Chief Operating Officer and has beenthe Director of Real Estate of Boston Capital Corporation since 1996. Hedirects Boston Capital Corporation’s comprehensive real estate services, whichinclude all aspects of origination, underwriting, due diligence andacquisition. As COO, Mr. Goldstein is responsible for the financial andoperational areas of Boston Capital Corporation and assists in the design andimplementation of business development and strategic planning objectives. Mr.Goldstein previously served as the Director of the Asset Management division aswell as the head of the dispositions and troubled assets group. Utilizing his16 years experience in the real estate syndication and development industry,Mr. Goldstein has been instrumental in the diversification and expansion ofBoston Capital Corporation’s businesses. Prior to joining Boston Capital Corporation in 1990, Mr. Goldstein wasManager of Finance for A.J. Lane & Co., where he was responsible forplacing debt on all new construction projects and debt structure for existingapartment properties. Prior to that, he served as Manager for HomeownerFinancial Services, a financial consulting firm for residential and commercialproperties, and worked as an analyst responsible for budgeting and forecastingfor the New York City Council Finance Division. He graduated from theUniversity of Colorado and received his MBA from Northeastern University.

 

**Kevin P.Costello,**age 58, is Executive Vice President and has beenthe Director of Institutional Investing for Boston Capital Corporation since1992.  Mr. Costello directs BostonCapital Corporation’s institutional investment business. He has overseen thissegment of Boston Capital Corporation’s investment business, which encompassesinvestment activities for corporate institutional funding, private proprietaryfunds and state CRA funds, since its inception in 1992. Mr. Costello has over20 years experience in the real estate syndication and investment servicesindustry, including previous roles at Boston Capital Corporation leading theacquisition team and managing the structuring and distribution of conventionaland tax credit private placements. Prior to joining Boston Capital Corporationin 1987, he held positions with First Winthrop, Reynolds Securities and Bache& Company where he focused on real estate syndication. Mr. Costello hasalso held senior management positions with two major medical firms, AbbottLaboratories and Roche Diagnostics. Mr. Costello graduated from StonehillCollege and received his MBA with honors from Rutgers’ Graduate School ofBusiness Administration.

 

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**Marc N. Teal,**age40, was promoted to Chief Financial Officer of Boston Capital Corporation inMay 2003. Mr. Teal previously served as Senior Vice President and Director ofAccounting since January 2002 and prior to that served as Vice President of PartnershipAccounting. He has been with Boston Capital Corporation since 1990. In hiscurrent role as CFO he oversees all of the accounting, financial reporting, SECreporting, budgeting, audit, tax and compliance for Boston Capital, itsaffiliated entities and all Boston Capital sponsored programs. Additionally,Mr. Teal is responsible for maintaining all banking and borrowing relationshipsof Boston Capital Corporation and management of all working capitalreserves.  He also oversees BostonCapital’s information and technology areas, including the strategicplanning.  Prior to joining BostonCapital in 1990, Mr. Teal was a Senior Accountant for Cabot, Cabot &Forbes, a multifaceted real estate company and prior to that was a SeniorAccountant for Liberty Real Estate Corp. He received Bachelor of ScienceAccountancy from Bentley College and a Masters in Finance from SuffolkUniversity.

 
| (f)         |   | Involvement in certain legal  proceedings.                                                                                                                                                                                                                                                                                                                                                                                  |
|-------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                        |
|        |   | None.                                                                                                                                                                                                                                                                                                                                                                                                                       |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (g)         |   | Promoters and control persons.                                                                                                                                                                                                                                                                                                                                                                                              |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                        |
|        |   | None.                                                                                                                                                                                                                                                                                                                                                                                                                       |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (h) and (i) |   | The Partnership has no directors or executive  officers and accordingly has no audit committee and no audit committee  financial expert.  The Partnership is  not a listed issuer as defined in Regulation 10A-3 promulgated under the  Securities Exchange Act of 1934.                                                                                                                                               |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                        |
|        |   | The General Partner of the Partnership, Boston  Capital Associates LP, has adopted a Code of Ethics which applies to the  Principal Executive Officer and Principal Financial Officer of C&M  Management, Inc.  The Code of Ethics  will be provided without charge to any person who requests it.  Such request should be directed to, Marc  N. Teal Boston Capital Corp. One Boston Place Boston, MA 02108. |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Item 11.    |   | Executive Compensation                                                                                                                                                                                                                                                                                                                                                                                                      |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                        |
|        |   | (a), (b), (c), (d) and (e)                                                                                                                                                                                                                                                                                                                                                                                                  |

 

The Partnership has no officers or directors.  However, under the terms of the Amended andRestated Agreement and Certificate of Limited Partnership of the Partnership,the Partnership has paid or accrued obligations to the General Partner and itsaffiliates for the following fees during the 2004 fiscal year:

 

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An annual partnership management fee based on .5percent of the aggregate cost of all Apartment Complexes acquired by theOperating Partnerships, less the amount of certain partnership management andreporting fees paid or payable by the Operating Partnerships, has been accruedas payable to Boston Capital Asset Management Limited Partnership.  The annual partnership management fee accruedduring the year ended March 31, 2004, net of payments made, was$2,115,746.  Accrued fees are payablewithout interest as sufficient funds become available.

 

The Partnership has reimbursed or accrued to anaffiliate of the General Partner a total of $162,838 for amounts charged tooperations during the year ended March 31, 2004. The reimbursement includes,but may not be limited to sale prep fees, postage, printing, travel, andoverhead allocations.

 

The Partnership recorded as payable to affiliates of the GeneralPartners a total of $124,226 for amounts advanced to the Partnership to enableit to make advances to the Operating Partnerships.  The allocation of the total advanced during the year ended March31, 2004, to two of the six series is as follows:  $109,226 to Series 7 and $15,000 to Series 11.

 

During the year ended March 31, 2004, the partnership paid salespreparation fees to Boston Capital Asset Management Limited Partnership inconnection with the sale of certain operating limited partnerships.  During the year ended March 31, 2004, theamount paid was $181,199.

 

Item 12.                                                       SecurityOwnership of Certain Beneficial Owners and Management

 

(a)                                            Securityownership of certain beneficial owners.

 

As of March 31, 2004, 18,679,738 BACs had beenissued.  The following Series are knowto have one investor with holdings in excess of 5% of the total outstandingBACs in the series.

 
| **Series** |   | **% of BACs  held** |   |
|------------|--------|---------------------|--------|
| Series 7   |   | —              |   |
| Series 9   |   | 6.51                | %      |
| Series 10  |   | 7.59                | %      |
| Series 11  |   | 6.31                | %      |
| Series 12  |   | 5.67                | %      |
| Series 14  |   | 5.53                | %      |

 

(b)                                           Securityownership of management.

 

The General Partner has a1% interest in all Profits, Losses, Credits and distributions of thePartnership.  The Partnership’s responseto Item 12(a) is incorporated herein by reference. 

 

(c)                                            Changesin control.

 

There exists no arrangement known to the Partnershipthe operation of which may at a subsequent date result in a change in controlof the Partnership.

 

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There is a provision in the Limited PartnershipAgreement which allows, under certain circumstances, the ability to changecontrol.

 

The Partnership has no compensation plans under whichinterests in the Fund are authorized for issuance.

 

Item 13.                                                       CertainRelationships and Related Transactions

 

(a)  Transactions withmanagement and others.

 

The Partnership has no officers or directors.  However, under the terms of the publicoffering, various kinds of compensation and fees are payable to the GeneralPartner and its Affiliates during the organization and operation of thePartnership.  Additionally, the GeneralPartner will receive distributions from the Partnership if there is cashavailable for distribution or residual proceeds as defined in the PartnershipAgreement.  The amounts and kinds ofcompensation and fees are described on pages 32 to 33 of the Prospectus underthe caption “Compensation and Fees”, which is incorporated herein byreference.  See Note B of Notes toFinancial Statements in Item 15 of this Annual Report on Form 10-K for amountsaccrued or paid to the General Partner and its affiliates during the periodfrom April 1, 1995 through March 31, 2004.

 

(b)  Certain businessrelationships.  

 

The Partnership responseto Item 13(a) is incorporated herein by reference.

 

(c)  Indebtedness ofmanagement.  

 

None.

 

(d)  Transactions withpromoters.

 

Not applicable.

 

68

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Item 14.                  Principal Accountant Fees andServices

 

Fees paid to theFund’s independent auditors for Fiscal year 2004 were comprised of thefollowing:

 
| **Fee  Type**      |   | **Ser. 7** |   | **Ser. 9** |   | **Ser.10** |   | **Ser.11** |   | **Ser.12** |   | **Ser.14** |   |
|--------------------|--------|------------|--------|------------|--------|------------|--------|------------|--------|------------|--------|------------|--------|
| Audit Fees         |   | $          | 7,450  |       | $      | 18,050     |   | $          | 17,100 |       | $      | 17,100     |   | $ | 20,100 |   | $ | 40,600 |   |
|               |   |       |   |       |   |       |   |       |   |       |   |       |   |
| Audit Related Fees |   | 350        |   | 350        |   | 350        |   | 350        |   | 350        |   | 350        |   |
|               |   |       |   |       |   |       |   |       |   |       |   |       |   |
| Tax Fees           |   | 3,637      |   | 10,756     |   | 9,257      |   | 8,501      |   | 10,478     |   | 18,363     |   |
|               |   |       |   |       |   |       |   |       |   |       |   |       |   |
| All Other Fees     |   | —     |   | —     |   | —     |   | —     |   | —     |   | —     |   |
|               |   |       |   |       |   |       |   |       |   |       |   |       |   |
| Total              |   | $          | 11,437 |       | $      | 29,156     |   | $          | 26,707 |       | $      | 25,951     |   | $ | 30,928 |   | $ | 59,313 |   |

 

Fees paid to theFund’s independent auditors for Fiscal year 2003 were comprised of thefollowing:

 
| **Fee  Type**      |   | **Ser. 7** |   | **Ser. 9** |   | **Ser.10** |   | **Ser.11** |   | **Ser.12** |   | **Ser.14** |   |
|--------------------|--------|------------|--------|------------|--------|------------|--------|------------|--------|------------|--------|------------|--------|
| Audit Fees         |   | $          | 7,263  |       | $      | 17,741     |   | $          | 16,756 |       | $      | 16,756     |   | $ | 19,713 |   | $ | 40,000 |   |
|               |   |       |   |       |   |       |   |       |   |       |   |       |   |
| Audit Related Fees |   | 350        |   | 350        |   | 350        |   | 350        |   | 350        |   | 350        |   |
|               |   |       |   |       |   |       |   |       |   |       |   |       |   |
| Tax Fees           |   | 3,650      |   | 10,775     |   | 9,290      |   | 8,515      |   | 10,445     |   | 18,365     |   |
|               |   |       |   |       |   |       |   |       |   |       |   |       |   |
| All Other Fees     |   | —     |   | —     |   | —     |   | —     |   | —     |   | —     |   |
|               |   |       |   |       |   |       |   |       |   |       |   |       |   |
| Total              |   | $          | 11,263 |       | $      | 28,866     |   | $          | 26,396 |       | $      | 25,621     |   | $ | 30,508 |   | $ | 58,715 |   |

 

Audit Committee

The Fund has no Audit Committee.  All audit services and any permittednon-audit services performed by the Fund’s independent auditors arepre-approved by C&M Management, Inc.

 

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PART IV

 

Item 15.                                                       Exhibits,Financial Statement Schedules, and Reports on Form 8-K

 

(a) 1 and 2.Financial Statements and Financial Statement

 

Schedules; Filedherein as Exhibit 13

Report of Independent Registered Public Accounting Firm

 

Balance Sheets, March 31, 2004 and 2003

 

Statement of Operations, Years ended March 31, 2004, 2003, and 2002.

 

Statements of Changes in Partners’ Capital, Years ended March 31, 2004,2003 and 2002.

 

Statements of Cash Flows, Years ended March 31, 2004, 2003 and 2002.

 

Notes to FinancialStatements, March 31, 2004, 2003 and 2002.

 

Schedule III - Real Estate and Accumulated Depreciation

 

Notes to Schedule III

 

Schedules notlisted are omitted because of the absence of the conditions under which theyare required or because the information is included in the financial statementsor the notes hereto.

 

(b)              Reports on Form 8-K

No reports on Form8-K were filed during the year ended March 31, 2004

 

(c) 1.Exhibits(listed according to the number assigned in the table in Item 601 of RegulationS-K)

 

Exhibit No. 3 - Organization Documents.

a.                                       Certificateof Limited Partnership of Boston Capital Tax Credit Fund II LimitedPartnership.  (Incorporated by referencefrom Exhibit 3 to the Partnership’s Registration Statement No. 33-30145 on FormS-11 as filed with the Securities and Exchange Commission on October 25, 1989.)

 

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Exhibit No. 4 - Instruments defining the rights of security holders,including indentures.

a.                                       Agreementof Limited Partnership of Boston Capital Tax Credit Fund II LimitedPartnership.  (Incorporated by referencefrom Exhibit 4 to the Partnership’s Registration Statement No. 33-30145 on FormS-11 as filed with the Securities and Exchange Commission on October 25, 1989.)

 

Exhibit No. 10 - Material contracts.

a.                                       BeneficialAssignee Certificate.  (Incorporated byreference from Exhibit 10A to the Partnership’s Registration Statement No.33-30145 on Form S-11 as filed with the Securities and Exchange Commission onOctober 25, 1989.)

 

Exhibit No. 13 -

a.                                       AuditedFinancial Statement of Boston Capital Tax Credit Fund II Limited Partnership,filed herein

 

Exhibit No. 31 Certification 302

a.                                       Certificationpursuant to 18 U.S.C. Section 1350, pursuant to Section 302 of theSarbanes-Oxley Act of 2002, filed herein

b.                                      Certificationpursuant to 18 U.S.C. Section 1350, pursuant to Section 302 of theSarbanes-Oxley Act of 2002, filed herein

 

Exhibit No. 32 Certification 906

a.                                       Certificationpursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of theSarbanes-Oxley Act of 2002, filed herein

b.                                      Certificationpursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of theSarbanes-Oxley Act of 2002, filed herein

 

Exhibit No. 99.1 - Independent Auditor’s Reports for OperatingPartnerships, filed herein

 

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## SIGNATURES

 

Pursuant to the requirements of Section 13 of the Securities ExchangeAct of 1934, the Partnership has duly caused this Report to be signed on itsbehalf by the undersigned, thereunto duly authorized.

 
|                | Boston Capital Tax  Credit Fund II Limited  Partnership |
|---------------------|---------------------------------------------------------|
|                | By:                                                     | Boston Capital Associates II L.P. |
|                |                                                    | General Partner |
|                |                                                    |   |
|                | By:                                                     | BCA Associates Limited Partnership, |
|                |                                                    | General Partner |
|                |                                                    |   |
|                | By:                                                     | C&M Management Inc., |
|                |                                                    | General Partner |
|                |                                                    |   |
| Date: July 14, 2004 | By:                                                     | /s/ John P. Manning |   |
|                |                                                    | John P. Manning |

 

Pursuant to the requirements of the Securities Exchange Act of 1934,this report has been signed below by the following persons on behalf of thePartnership and in the capacities and on the dates indicated:

 
| **DATE:**     |   | **SIGNATURE:**      |   | **TITLE:**                       |
|---------------|--------|---------------------|--------|----------------------------------|
|          |   |                |   |                             |
| July 14, 2004 |   | /s/ John P. Manning |   | Director, President              |
|          |   |                |   | (Principal Executive             |
|          |   | John P. Manning     |   | Officer) C&M Management      |
|          |   |                |   | Inc.; Director,                  |
|          |   |                |   | President (Principal             |
|          |   |                |   | Executive Officer)               |
|          |   |                |   | BCTC II Assignor Corp.           |
|          |   |                |   |                             |
| July 14, 2004 |   | /s/ Marc N. Teal    |   | Chief Financial Officer          |
|          |   |                |   | (Principal Financial and         |
|          |   | Marc N. Teal        |   | Accounting Officer), C&M     |
|          |   |                |   | Management Inc, Chief Financial  |
|          |   |                |   | Officer (Principal Financial and |
|          |   |                |   | Accounting Officer) BCTC II      |
|          |   |                |   | Assignor Corp.                   |

 

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